Jitendra Mohan
About Jitendra Mohan
Jitendra Mohan is Co‑Founder, Chief Executive Officer, and a director of Astera Labs, serving as CEO and board member since November 2017; he previously served as President from November 2017 to November 2023. He holds a B.Tech. in Electrical Engineering from IIT Bombay and an M.S. in Electrical Engineering from Stanford; age 51 as of April 15, 2025. Prior roles include Product Line GM at Texas Instruments (2012–2017) and technical leadership at National Semiconductor (1996–2012). The 2025 proxy does not disclose pay‑versus‑performance metrics (TSR, revenue or EBITDA growth) for executives; as an emerging growth company, ALAB is not required to conduct say‑on‑pay votes or provide enhanced PVP disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Instruments | Product Line (General) Manager | 2012–2017 | Led product line operations in semiconductors; relevant to scaling Astera’s connectivity portfolio |
| National Semiconductor | Various technical roles; most recent Design Director | 1996–2012 | Directed IC design; core technical foundation for Astera Labs’ high‑speed connectivity products |
External Roles
No external public company directorships or committee roles for Mr. Mohan are disclosed in the 2025 proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 309,167 | 575,833 |
| Discretionary Bonus ($) | 170,500 | — |
| Stock Awards ($) | — | 49,543,417 (RSUs, grant‑date fair value) |
| Non‑Equity Incentive Plan Compensation ($) | — | 793,500 (annual bonus under corporate objectives) |
| All Other Compensation ($) | 12,459 | 13,800 |
| Total ($) | 492,126 | 50,926,550 |
- Base salary increases: Annual salaries were raised effective Feb 1, 2024 to $600,000 for Mr. Mohan; target bonus set at 115% of base for FY 2024 .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2024) | Corporate performance goals (specific metrics not disclosed) | Not disclosed | 115% of base (as of Feb 1, 2024) | Not disclosed | 793,500 | Cash bonus paid for FY 2024 |
| RSU Award (Grant 1/24/2024) | Time‑based service vesting | N/A | N/A | N/A | Grant‑date FV $49,543,417 | 25% vested 2/15/2025; remaining 75% vests in 12 equal quarterly installments thereafter |
- Equity Incentive Philosophy: Long‑term equity awards to align executives with sustainable value creation; 2024 grants included 2,704,335 RSUs to Mr. Mohan .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Jitendra Mohan | 10,055,408 | 6.1% | March 1, 2025 |
- Ownership details: Includes shares held via estate planning trusts for which Mr. Mohan is a trustee; footnote indicates trust voting/dispositive powers across 7,680,003 shares and additional trusts, highlighting significant aligned ownership .
- Pledging/Hedging: Insider trading policy prohibits short sales, derivative hedging, margin pledging, and pledging of company securities as collateral; any waivers must be reported to the audit committee .
- Outstanding Equity & Vesting Schedule (as of 12/31/2024):
- RSUs unvested: 2,704,335; market value $358,189,171 (at $132.45 per share on 12/31/2024) .
- Vesting: 25% on 2/15/2025; remaining 75% in 12 equal quarterly installments thereafter, contingent on continued service .
- Director compensation: Employee directors (including Mr. Mohan) receive no separate board compensation; non‑employee director retainer and grant schedules apply only to independent directors .
Employment Terms
- Offer Letter (dated March 13, 2018): At‑will employment; initial annual base salary $160,000; restricted stock grant of 9,500,000 shares; eligibility for employee benefits .
- Change‑of‑Control Severance Policy (adopted Aug 2023): Double‑trigger cash benefits upon Qualifying Termination within 3 months before or 12 months after a change of control: lump‑sum 6 months base salary; lump‑sum 50% of annual target bonus; pro‑rated target bonus for months worked that fiscal year; up to 6 months of company‑paid COBRA; equity acceleration of 50% (<24 months tenure) or 100% (≥24 months tenure) of unvested equity upon Qualifying Termination, subject to release of claims .
- Equity treatment at change‑of‑control: If awards are not assumed/continued/substituted by acquirer, all time‑based equity awards fully vest at the effective time (single‑trigger equity acceleration when awards are not assumed) .
- Clawback: Compensation recovery policy compliant with Rule 10D‑1 and Nasdaq; recovery of erroneously awarded incentive‑based compensation over prior three completed fiscal years upon required restatement; SOX 304 reimbursement obligations apply to CEO/CFO for misconduct‑related restatements .
- Insider Trading/10b5‑1 Plans: Board‑adopted policy governing adoption/modification/termination of Rule 10b5‑1 plans by covered persons, providing safe harbor from antifraud provisions .
Board Governance
- Service history: Director since 2017; Class I director; nominated for re‑election in 2025 to a three‑year term ending at the 2028 annual meeting; age 51; CEO and director (executive director status) .
- Independence: Mr. Mohan is not listed among independent directors; independent directors comprise the majority and chair committees .
- Board leadership: Independent non‑executive Chair (Manuel Alba) since 2018; roles of Chair and CEO separated; independent directors meet in regular executive sessions without management .
- Committees: Audit (Lazar, Mayer, Barratt); Compensation (Hurlston—Chair, Dyckerhoff); Nominating & Corporate Governance (Dyckerhoff—Chair, Lazar). Mr. Mohan is not disclosed as serving on any board committee; committees are composed of independent directors .
- Attendance: Board met five times in 2024; each member attended ≥75% of board and applicable committee meetings .
- Director compensation policy: Non‑employee directors receive cash retainers ($60,000 board; chairs: $70,000 for non‑exec chair, $25,000 audit chair, $20,000 comp chair, $10,000 nom‑gov chair) and equity grants ($330,000 initial RSU vesting over 3 years; $200,000 annual RSU vesting by next meeting), subject to acceleration upon change‑of‑control; employee directors receive no additional compensation .
Compensation Structure Analysis
- Mix shift: 2024 compensation for Mr. Mohan dominated by a large RSU grant ($49.5M grant‑date value), pivoting pay mix toward multi‑year equity versus prior year without equity awards; supports retention but increases dilution and unlock‑related trading over time .
- Target bonus increase: Target cash bonus set at 115% of base for 2024 post salary increase, indicating higher at‑risk cash tied to corporate performance; specific metric weightings and outcomes are not disclosed .
- Governance guardrails: Clawback policy and hedging/pledging prohibitions mitigate misalignment and risk behaviors .
- EGC status: No say‑on‑pay vote required; reduced disclosure may limit investor visibility into pay‑for‑performance calibration .
Related Party Transactions
- Registration rights: Investors’ rights agreement provides registration rights to entities including the Mohan Trust and other insider‑affiliated trusts; equity grants made to executive officers for retention (including Mr. Mohan’s 2,704,335 RSUs in 2024) .
Risk Indicators & Red Flags
- Equity acceleration: Single‑trigger vesting at change‑of‑control if awards are not assumed may create potential sale‑process incentives; otherwise double‑trigger cash/equity for Qualifying Terminations .
- Pledging/Hedging: Prohibited—reduces alignment risk associated with collateral pledges or hedging .
- Clawback compliance: Rule 10D‑1 and SOX 304 frameworks in place—positive governance signal .
- Say‑on‑pay: Not required as EGC—limits shareholder feedback mechanism on compensation program .
Compensation Committee Analysis
- Composition: Independent directors Michael Hurlston (Chair) and Stefan Dyckerhoff; six meetings in 2024 .
- Consultant: Compensia retained to advise on peer group, benchmarking, board comp, and trends; committee determined no conflicts of interest .
Equity Ownership & Vesting Detail
| Award | Grant Date | Unvested Units (#) | Market Value at 12/31/2024 ($) | Vesting Terms |
|---|---|---|---|---|
| RSUs (CEO) | 1/24/2024 | 2,704,335 | 358,189,171 (at $132.45/share) | 25% on 2/15/2025; remaining 75% in 12 equal quarterly tranches; service‑based |
Director Compensation (Employee Director)
- Mr. Mohan received no separate compensation for board service; employee directors are compensated only through executive pay programs .
Employment & Contracts Summary
- At‑will employment; offer letter dated March 13, 2018 with initial base salary and large restricted stock grant; standard confidentiality/invention assignment terms apply .
- Change‑of‑control severance policy terms detailed above (double‑trigger cash; tenure‑based equity acceleration; single‑trigger equity if awards not assumed) .
Investment Implications
- Retention risk: Low near‑term due to significant 2024 RSU grant and extended quarterly vesting schedule through 2028; expect periodic trading windows around quarterly vest dates, potentially creating supply overhangs absent 10b5‑1 plans .
- Alignment: 6.1% beneficial ownership and no pledging permitted support strong alignment; clawback framework adds discipline to incentive payouts .
- Change‑of‑control dynamics: Double‑trigger cash/equity for Qualifying Termination aligns with market practice; single‑trigger equity acceleration if awards not assumed warrants monitoring in strategic transactions .
- Governance quality: Independent chair and fully independent committees mitigate dual‑role independence concerns of CEO/director; however, EGC status reduces transparency (no say‑on‑pay), limiting external feedback on pay‑for‑performance calibration .