🧾 What This Document Is

This is a DEF 14A, also known as a "Proxy Statement." Its a formal notice and information package sent to shareholders before an annual meeting. Think of it as the company's official "meeting agenda" and voter guide. Astera Labs is asking its owners (shareholders) to vote on several key proposals.

👉 Why it matters: As a shareholder, this document tells you what you're voting on, who is running the company, how much they get paid, and gives you the information needed to make informed decisions.

🏢 What The Company Does

Astera Labs (ALAB) is a semiconductor company. In simple terms, they design and sell specialized chips and hardware that help data centers and AI systems run faster and communicate more efficiently. Their products are like the "smart traffic controllers" inside the complex highways of modern computing infrastructure.

📅 Meeting & Key Dates

• Annual Meeting: June 4, 2026, at 8:00 a.m. Pacific Time.
• Location: Company headquarters at 2345 North First Street, San Jose, CA.
• Record Date: April 13, 2026. You must be a shareholder on this date to vote.
• Voting Deadline: Proxies submitted by internet or phone must be received by 11:59 p.m. Eastern Time on June 3, 2026.

🗳️ The Four Proposals You're Voting On

You have four main items to vote on:

1. Proposal 1: Elect Directors. Vote to elect three Class II directors to the board for a 3-year term ending in 2029.
2. Proposal 2: Ratify the Auditor. Approve the selection of PricewaterhouseCoopers LLP as the company's independent accounting firm for 2026.
3. Proposal 3: Approve Executive Pay (Say-on-Pay). Cast an advisory, non-binding vote on whether you approve the compensation of the named executive officers.
4. Proposal 4: Choose How Often to Vote on Pay (Say-on-Frequency). Decide if you want to vote on executive pay every one, two, or three years. The company recommends voting for ONE YEAR.

👉 The Board's Recommendation: The Board of Directors recommends voting "FOR" all four proposals.

👥 Board Nominees & Governance

The board is proposing three current directors for re-election:

• Sanjay Gajendra (Co-Founder, President, COO)
• Craig Barratt (Independent director, soon-to-be Chairman of Intel's board)
• Michael Hurlston (Independent director, CEO of Lumentum)

Board Structure: The board has 8 members across three classes. The independent Chair is Manuel Alba. The key committees are Audit (chaired by Jack Lazar), Compensation (chaired by Michael Hurlston), and Nominating & Governance (chaired by Stefan Dyckerhoff).

💰 Executive & Director Pay

• Named Executive Officers (NEOs) for 2025: Included Jitendra Mohan (CEO), Sanjay Gajendra (President/COO), Desmond Lynch (CFO, joined March 2026), and others.
• 2025 Director Pay: Non-employee directors received a mix of cash retainers and stock awards. For example, Chair Manuel Alba received $217,115 in stock. Total 2025 director compensation ranged from ~$292,000 to ~$548,000.
• 2026 Changes: Director pay is increasing slightly for 2026. The annual cash retainer for board members goes from $60k to $70k, and the annual equity grant from $200k to $210k.

💵 Auditor Fees

The company paid its auditor, PricewaterhouseCoopers LLP (PwC), the following fees for 2025:

• Audit Fees: $3.49 million
• Audit-Related Fees: $250,000 (mostly for a new ERP system)
• Tax Fees: $140,000
• Total 2025 Fees: $3.88 million (up from $2.23 million in 2024).

🔮 What's Next

The immediate next step is the Annual Meeting on June 4, 2026, where the results of the votes will be announced. The next "Say-on-Frequency" vote won't happen again until the 2032 annual meeting.

⚖️ Big Picture

👍 Strengths:

• Board has strong, relevant industry experience (semiconductors, data centers).
• Established governance with independent committees and a clear director nomination process.
• Shareholders have a direct say on pay and board composition.

⚠️ Risks/Considerations:

• Executive compensation packages are substantial and always subject to shareholder scrutiny (hence the Say-on-Pay vote).
• The increase in auditor fees is notable and tied to a major systems project (ERP implementation).
• The company is in a competitive, fast-moving industry where strategy execution is key.

🧠 The Analogy

This proxy statement is like the annual "shareholder report card" and "town hall meeting" guide. You're being asked to grade the leadership team on their pay (Proposal 3), re-approve the "independent inspector" who checks the company's math (Proposal 2), and vote for your class representatives (directors) to guide the school for the next three years (Proposal 1).

🧩 Final Takeaway

This is Astera Labs' standard annual governance filing. Shareholders are being asked to re-elect three experienced directors, keep the same auditor, and approve the executive pay plan. The board unanimously supports all proposals. If you own ALAB stock, your vote helps shape the oversight and direction of the company.