Bethany Mayer
About Bethany Mayer
Bethany Mayer (age 63 as of April 15, 2025) is an independent Class I director of Astera Labs (ALAB), serving since June 2024; she sits on the Audit Committee and is designated by the Board as an “audit committee financial expert.” Her background includes prior CEO experience at Ixia, senior leadership at HP’s Networking business, and degrees from Santa Clara University (B.S.), California State University–Monterey Bay (M.B.A.), and New York University (M.S. in Cybersecurity) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Energy (NYSE: SRE) | EVP, Corporate Development & Technology | Nov 2018 – Jan 2019 | Executive leadership in strategy/technology |
| Ixia (Nasdaq: XXIA; acquired by Keysight Apr 2017) | President & CEO | 2014 – Apr 2017 | Led company to acquisition by Keysight |
| HP – Networking Business Unit | SVP & GM | 2011 – 2014 | Ran Networking BU; prior VP Marketing & Alliances (2010–2011) |
| Blue Coat Systems; Cisco Systems; Apple | Various leadership roles | Prior to 2010 (not individually dated) | Senior operating and go-to-market roles |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Hewlett Packard Enterprise (NYSE: HPE) | Director | Since Jun 2023 | Current public company directorship |
| Box, Inc. (NYSE: BOX) | Director; Chair | Since Apr 2020 | Chairs the Board at Box |
| Lam Research (Nasdaq: LRCX) | Director | Since May 2019 | Semiconductor equipment exposure |
| Sempra Energy (NYSE: SRE) | Director | Since Jun 2019 | Energy infrastructure board experience |
| Ixia (Nasdaq: XXIA) | Director | 2014 – Apr 2017 | Prior public board |
| Delphi Automotive PLC | Director | Aug 2015 – Apr 2016 | Prior public board |
| Marvell Technology, Inc. (Nasdaq: MRVL) | Director | May 2018 – Jun 2022 | Prior public board |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class I; up for election at 2025 meeting; term would run to 2028 if elected |
| Director since (ALAB) | June 2024 |
| Independence | Board determined Ms. Mayer is independent under SEC and Nasdaq rules |
| Committees | Audit Committee member; designated “audit committee financial expert” |
| Committee chairs | Audit: Jack Lazar (Chair); Compensation: Michael Hurlston (Chair); Nominating & Governance: Stefan Dyckerhoff (Chair) |
| Attendance (2024) | Each director attended ≥75% of Board and applicable committee meetings (period of service) |
| Board meetings (2024) | 5 meetings |
| Audit Committee meetings (2024) | 5 meetings |
| Board leadership | Independent, non-management Chair (Manuel Alba); Chair/CEO roles separated; independent executive sessions held |
| Compensation consultant | Compensia retained by the Compensation Committee; Committee found no conflicts of interest |
| Compensation committee interlocks | None in 2024 |
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| 2024 Fees Earned (Cash) | $36,753 |
| 2024 Stock Awards (Grant-date fair value) | $269,441 |
| 2024 Total | $306,194 |
| RSUs outstanding (12/31/2024) | 4,573 RSUs |
| Notes | Joined June 2024; received prorated cash retainer and an initial RSU award vesting in equal annual installments over 3 years, subject to continued service |
Non-Employee Director Compensation Policy (structure):
| Component | Amount / Terms |
|---|---|
| Board annual retainer (member) | $60,000 |
| Additional retainer for non-executive Chair | $70,000 |
| Audit Committee retainer (member/chair) | $12,500 / $25,000 |
| Compensation Committee retainer (member/chair) | $10,000 / $20,000 |
| Nominating & Governance retainer (member/chair) | $5,000 / $10,000 |
| Initial RSU grant | $330,000 fair value; vests in 3 equal annual installments |
| Annual RSU grant | $200,000 fair value; vests by next annual meeting or first anniversary |
| Change in control | Full accelerated vesting of director RSUs upon change in control |
| Annual cap | $1,000,000 first calendar year as director; $750,000 thereafter |
Performance Compensation
| Equity/Performance Element | Metrics/Terms |
|---|---|
| Director equity design | Time-based RSUs; no performance metrics disclosed for director equity |
| Initial RSU program | $330,000 grant-date fair value; vests in three equal annual installments |
| Annual RSU program | $200,000 grant-date fair value; vests fully by next annual meeting/first anniversary |
| Change-in-control treatment | Full accelerated vesting of director equity |
No director performance metrics (e.g., TSR, revenue, ESG) are tied to Ms. Mayer’s director compensation per the disclosed policy (time-based RSUs only) .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Box, Inc. (NYSE: BOX) | Chair (Ms. Mayer); Director (Jack Lazar) | Ms. Mayer and ALAB director Jack Lazar both serve on Box’s board (interlock) |
| Compensation committee interlocks (ALAB) | — | None reported for 2024 |
Expertise & Qualifications
- Designated “audit committee financial expert” by ALAB’s Board, evidencing accounting/financial oversight expertise .
- Former CEO (Ixia) and senior networking executive (HP Networking), bringing domain and operational leadership experience relevant to semiconductors and networking ecosystems .
- Education: B.S. in Political Science (Santa Clara University), M.B.A. (California State University–Monterey Bay), M.S. in Cybersecurity (New York University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 1, 2025) | Ms. Mayer is not individually listed with a reportable share amount in the beneficial ownership table (shown as “—”) |
| RSUs outstanding (12/31/2024) | 4,573 RSUs |
| Pledging/hedging | Company policy prohibits pledging, short sales, and hedging of company securities by directors |
| Section 16(a) compliance (2024) | Company states all required filings were completed for directors/officers and >10% holders |
| Related-person transactions | No related-person transactions disclosed involving Ms. Mayer |
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation and prior CEO experience; Board reports ≥75% attendance for each director in 2024; independent Chair and regular executive sessions; formal insider trading/10b5-1, anti-pledging/hedging policies; use of an independent compensation consultant with no conflicts identified .
- Alignment and incentives: 2024 director pay skewed to equity (RSUs) with time-based vesting and change-in-control acceleration; initial award and policy-defined annual awards support equity alignment; outstanding 4,573 RSUs at year-end 2024; beneficial ownership table does not show a reportable share position as of March 1, 2025, making ongoing accumulation/vesting cadence a factor to monitor for skin-in-the-game .
- Interlocks/independence: Ms. Mayer and ALAB director Jack Lazar both serve on Box’s board, creating a disclosed board interlock; the proxy reports no compensation committee interlocks for ALAB in 2024 and confirms Ms. Mayer’s independence under SEC/Nasdaq standards .
- Risk indicators: No legal proceedings involving directors disclosed; no related-party transactions disclosed for Ms. Mayer; Section 16(a) compliance confirmed for 2024; audit committee met five times and includes Ms. Mayer as a member and signatory to the Audit Committee Report, supporting active oversight .