Astera Labs (ALAB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, with four main proposals: electing three Class II directors, ratifying the auditor, approving executive compensation (Say-on-Pay), and determining the frequency of future Say-on-Pay votes.

• Only stockholders of record as of April 13, 2026, are entitled to vote, with 171,281,952 shares outstanding.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors for three-year terms, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation, and setting Say-on-Pay vote frequency.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for annual Say-on-Pay votes.

• Shareholders may submit proposals for the 2027 meeting by December 24, 2026, or as specified if the meeting date changes.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes; six directors are independent under Nasdaq rules.

• Committees include audit, compensation, and nominating/governance, each with independent members and defined charters.

• Board leadership is separated between the Chair and CEO roles, with the Chair being an independent director.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Director nomination process emphasizes relevant experience, diversity, and commitment to stockholder interests.