Manuel Alba
About Manuel Alba
Independent, non-management Chair of Astera Labs’ board since 2018, serving as a Class III director with a term expiring at the 2027 annual meeting; age 69 as of April 15, 2025. Background spans design engineering, technical marketing, executive leadership, and founding investor roles across semiconductors and infrastructure; education includes a B.S. in Electrical Engineering (National Polytechnic Institute, Mexico City), M.S. in Computer Engineering and Engineering Management (USC), and an MBA (University of Santa Clara) . The board has determined him to be independent under SEC/Nasdaq standards . He presides over executive sessions as independent Chair, with Chair/CEO roles separated to strengthen oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galileo Technology (Israel, GALTF) | Co‑founder, Director, President | 1994–2001 | Executive leadership in semiconductor technology |
| Marvell (MRVL) | Director | 2001–2004 | Board service at public semiconductor company |
| Pixer (Israel) | Director | 2005–2008 | Board service |
| Copperleaf Technologies (Canada, CPLF) | Director | 2010–2024 | Board service at public software company |
| Annapurna Labs (Israel) | Director | 2011–2015 | Board service; infrastructure silicon focus |
| Habana Labs (Israel) | Director | 2016–2020 | Board service; AI accelerators |
| Banias Labs (Israel) | Director | 2020–2022 | Board service |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Kardium (Canada) | Director | 2008 | Current |
| Lightbits (Israel) | Director | 2016 | Current |
| Xsight Labs (Israel) | Director | 2017 | Current |
| Lyte.ai (California) | Director | Jan 2023 | Current |
| Element Labs (Israel) | Director | Aug 2024 | Current |
Board Governance
- Chair of the Board (independent), since 2018; presides over executive sessions; Chair/CEO roles separated to enhance oversight .
- Independence: Board-determined independent under SEC/Nasdaq standards .
- Committee assignments:
- Audit Committee: Member during 2024 and until March 2, 2025; replaced by Craig Barratt thereafter .
- Compensation Committee: Not listed as a member; committee chaired by Michael Hurlston with Stefan Dyckerhoff as member .
- Nominating & Corporate Governance Committee: Not listed as a member; committee chaired by Stefan Dyckerhoff with Jack Lazar as member .
- Attendance: Board met five times in 2024; all directors attended at least 75% of board and applicable committee meetings .
- Section 16 compliance: Company states all directors/officers complied in FY2024 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | Alba waived retainer in FY2024 |
| Stock Awards ($) | $0 | No director equity granted to Alba in FY2024 |
| Total ($) | $0 | FY2024 director compensation for Alba |
| Non‑Employee Director Compensation Policy | Amount | Notes |
|---|---|---|
| Board Member Annual Retainer | $60,000 | Prorated for partial years |
| Additional Retainer – Non‑Executive Chair | $70,000 | Prorated; applicable to Chair |
| Audit Committee Member | $12,500 | Chair retainer $25,000 |
| Compensation Committee Member | $10,000 | Chair retainer $20,000 |
| Nominating & Corp Gov Member | $5,000 | Chair retainer $10,000 |
| Annual RSU (fair value) | $200,000 | Vests by next annual meeting or 1 year |
| Initial RSU (fair value) | $330,000 | Vests over 3 years |
| Annual Director Pay Cap | $750,000 | $1,000,000 in first calendar year as director |
Note: Alba waived his right to receive annual retainer fees during FY2024 .
Performance Compensation
| Equity Award Feature | Terms | Performance Metrics |
|---|---|---|
| Initial RSU Grant | $330,000 grant-date fair value; vests in equal installments on first, second, and third anniversaries, subject to service | None disclosed (time-based vesting only) |
| Annual RSU Grant | $200,000 grant-date fair value; vests in full on earlier of first anniversary or next annual meeting, subject to service | None disclosed (time-based vesting only) |
| Change‑in‑Control | Full accelerated vesting of director RSUs upon change in control | Not performance‑linked |
No director performance metrics (e.g., revenue, EBITDA, TSR, ESG) are tied to director compensation; equity awards are time-based only .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure |
|---|---|---|---|
| Marvell (MRVL) | Public | Director | 2001–2004 |
| Copperleaf Technologies (CPLF) | Public | Director | 2010–2024 |
| Kardium | Private | Director | 2008–Present |
| Lightbits | Private | Director | 2016–Present |
| Xsight Labs | Private | Director | 2017–Present |
| Lyte.ai | Private | Director | 2023–Present |
| Element Labs | Private | Director | 2024–Present |
- Related-party exposure: Alba-affiliated trusts (Alba 2003 Living Trust, Casa Alameda 2007, LLC, MAR 2011 Children’s Trust) are parties to an investors’ rights agreement providing registration rights . Those trusts are also included in Alba’s Rule 10b5‑1 trading plan coverage .
Expertise & Qualifications
| Area | Details |
|---|---|
| Technical/Industry | Design engineering, technical marketing, technology business executive, founding investor in semis/AI infrastructure |
| Education | B.S. Electrical Engineering (National Polytechnic Institute, Mexico City); M.S. Computer Engineering and M.S. Engineering Management (USC); MBA (University of Santa Clara) |
| Board Leadership | Independent Chair since 2018; presides over executive sessions; separated Chair/CEO roles |
| Independence | Board-determined independent under SEC/Nasdaq standards |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Manuel Alba | 2,526,361 | 1.5% | As of March 1, 2025; based on 164,720,004 shares outstanding |
| Rule 10b5‑1 Trading Arrangement (Q2 2025) | Details |
|---|---|
| Adoption Date | May 29, 2025 |
| Aggregate Shares Covered | 1,412,000 |
| Expiration | August 28, 2026 (earlier of completion of sales or expiration) |
| Character | Rule 10b5‑1 Trading Arrangement; cooling‑off period applies |
| Included Holdings | Shares held by Alba 2003 Living Trust, MAR 2011 Children’s Trust, Casa Alameda 2007, LLC deemed beneficially owned by Alba |
Policy signals:
- Pledging/hedging prohibited company‑wide (short sales, derivatives/hedging, margin use, pledges) unless waiver reported to Audit Committee .
Governance Assessment
-
Strengths
- Independent Chair with separated Chair/CEO roles; presides over executive sessions—supports board effectiveness and independent oversight .
- Board‑confirmed independence; no Section 16 delinquencies—supports compliance culture .
- Strong attendance disclosure: all directors ≥75% attendance in 2024 .
- Waiver of cash retainer in FY2024 suggests cost discipline and alignment; no equity awards outstanding for Alba as of 12/31/2024 .
-
Watch items / potential red flags
- Significant pre‑planned selling via Rule 10b5‑1 plan covering 1,412,000 shares (including trust holdings) through August 2026—monitor execution pace and signaling effects on investor confidence .
- Related-party registration rights for Alba‑affiliated trusts—ensure transactions remain arm’s length; Audit Committee retains primary review/approval responsibility for related party transactions .
- Committee footprint narrowed: Audit Committee membership ended March 2, 2025—consider impact on committee oversight continuity and redistribution of workload .
-
Committee ecosystem and independence safeguards
- Audit Committee chaired by Jack Lazar; members independent with designated financial experts (Lazar, Mayer) .
- Compensation Committee chaired by Michael Hurlston; independent members; uses outside consultant (Compensia) with conflict‑free evaluation .
- Nominating & Corporate Governance chaired by Stefan Dyckerhoff (independent) .
Overall: Alba’s independent Chair role, attendance, and compensation waiver bolster governance quality; active trading plan and trust‑linked registration rights warrant monitoring for perception and conflicts management .