Michael Hurlston
About Michael Hurlston
Michael Hurlston (age 58) has served on Astera Labs’ board since November 2022 and is classified as a Class II director with a term expiring at the 2026 annual meeting . He is independent under Nasdaq and SEC rules, and currently serves as President, Chief Executive Officer and Director of Lumentum Holdings Inc. (since February 2025) . His education includes B.S. and M.S. degrees in Electrical Engineering and an MBA from the University of California, Davis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptics, Inc. | President, CEO, Director | Aug 2019 – Feb 2025 | Led semiconductor/inputs company; senior leadership experience cited by ALAB |
| Finisar Corporation | CEO & Director | Jan 2018 – Aug 2019 | Telecom optics leadership; prior to merger activity in sector |
| Broadcom Limited & predecessor | SVP/GM Mobile Connectivity; EVP Sales | Nov 2001 – Oct 2017 | Senior operating roles in connectivity; industry expertise |
| Earlier semiconductor firms (Oren, Avasem, Integrated Circuit Systems, MicroPower Systems, Exar, IC Works) | Senior marketing/engineering roles | 1991 – 2001 | Technical and marketing background across multiple chip companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lumentum Holdings Inc. | President, CEO & Director | Since Feb 2025 | Optical/photonics products company |
| Flex Ltd. (Flextronics International Ltd.) | Director | Since Sep 2020 | Global manufacturing services |
| UC Davis Foundation; College of Engineering Dean’s Executive Committee; GSM Dean’s Advisory Council | Board of Executive Trustees / Advisory | Current | Academic/non-profit governance roles |
| Ubiquity Inc. | Director | Aug 2016 – Aug 2021 | Prior public board service |
Board Governance
- Independence: The board determined Hurlston is independent under SEC and Nasdaq standards .
- Committee assignments: Compensation Committee member and Chair; Compensation Committee met six times in FY2024 . Not a member of the Audit Committee or Nominating & Corporate Governance Committee (Audit Committee: Lazar chair; Mayer, Barratt members; Nominating: Dyckerhoff chair; Lazar member) .
- Board activity and attendance: Board met five times in 2024, and each director attended at least 75% of board and committee meetings on which they served (company-wide disclosure) .
- Leadership structure: Independent non-management Chair (Manuel Alba); independent directors hold regular executive sessions led by the Chair .
- Insider trading/pledging policy: Prohibits hedging, short sales, derivatives, margin pledges, and pledging of company stock; waivers must be reported to the Audit Committee .
- Clawback: Company has a performance-based compensation recovery policy compliant with Rule 10D‑1 (primarily executive-focused) .
Fixed Compensation
| Component (FY2024) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $62,637 | As disclosed in 2024 Director Compensation Table |
| Stock Awards (Grant‑date fair value) | $0 | No director equity grants for Hurlston in FY2024 per table |
| Total | $62,637 |
- Director compensation policy (general): Cash retainers—Board member $60,000; Compensation Committee chair $20,000; Compensation Committee member $10,000; Audit Committee chair $25,000; Audit Committee member $12,500; Nominating chair $10,000; Nominating member $5,000 .
- Chair fee: Non‑executive board Chair receives additional $70,000 (policy; not applicable to Hurlston) .
Performance Compensation
| Equity Award Type (Directors) | Fair Value at Grant | Vesting Schedule | Change‑in‑Control Treatment |
|---|---|---|---|
| Initial RSU grant (upon board election) | $330,000 | Vests in equal tranches on 1st, 2nd, 3rd anniversaries | Full acceleration upon change‑in‑control |
| Annual RSU grant (each annual meeting) | $200,000 | Vests in full by 1 year or next annual meeting | Full acceleration upon change‑in‑control |
- Outstanding director equity for Hurlston: 60,000 RSUs as of Dec 31, 2024 (outstanding/unvested count) .
- Performance metrics: No director‑level performance metrics tied to equity (RSUs are time‑based); company clawback policy is focused on executive incentive compensation .
Other Directorships & Interlocks
| Company | Role | Related Interlocks/Notes |
|---|---|---|
| Lumentum Holdings Inc. | President, CEO & Director | No ALAB related‑party transactions disclosed with Hurlston; independence affirmed |
| Flex Ltd. | Director | No compensation committee interlocks; committee members were independent non‑employees |
| Ubiquity Inc. | Director (former) | Prior service 2016–2021 |
- Compensation Committee interlocks: None—committee comprised of Hurlston and Dyckerhoff; neither served as an ALAB officer; no reciprocal interlocks disclosed for ALAB executives .
- Compensation consultant: Compensia engaged; compensation committee found no conflicts of interest .
Expertise & Qualifications
- Technical and operating expertise: Long-tenured senior roles in semiconductors and connectivity (Broadcom; Finisar; Synaptics), now CEO of Lumentum; provides industry/operator perspective .
- Education: B.S., M.S. Electrical Engineering; MBA—UC Davis .
- Board skill set: Compensation oversight (committee chair), industry knowledge; independent status .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 36,794 | Less than 1% of outstanding shares as of March 1, 2025 |
| Ownership % | <1% | Based on 164,720,004 shares outstanding as of March 1, 2025 |
| Outstanding RSUs | 60,000 | As of Dec 31, 2024 |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging and pledging; waivers must be reported |
| Section 16 compliance | In compliance | Company reported all filings timely for FY2024 |
- Stock ownership guidelines for directors: Not disclosed in proxy .
Governance Assessment
-
Strengths
- Independent director chairing the Compensation Committee; committee met six times in 2024, supported by independent consultant (Compensia) with no conflicts .
- Board structure separates Chair and CEO; independent executive sessions; robust insider trading/anti‑hedging policy .
- Independence explicitly affirmed by the board; no related‑party transactions with Hurlston disclosed .
-
Watch items
- Director equity accelerates fully upon change‑in‑control; while standard for many issuers, investors may monitor equity windfall optics in M&A scenarios .
- Proxy discloses only aggregate attendance threshold (≥75%) rather than individual director attendance rates—adequate but less granular transparency .
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Additional context
- As an emerging growth company, ALAB is not required to hold say‑on‑pay votes, reducing an annual feedback mechanism on compensation; however, compensation committee processes and independent advice are disclosed .
RED FLAGS: None disclosed specific to Hurlston—no related‑party transactions, no Section 16 filing issues, no legal proceedings involving him as noted; pledging/hedging of ALAB stock is prohibited by policy .