Michael Tate
About Michael Tate
Michael Tate is Chief Financial Officer and Treasurer of Astera Labs (ALAB), serving since July 2020; he was 59 years old as of April 15, 2025 and holds a B.S. in Accounting from California Polytechnic State University, San Luis Obispo . Under his tenure, ALAB delivered very strong growth: FY 2024 revenue rose 242% year-over-year to $396.3 million with gross margin expanding to 76.4% from 68.9% ; 1Q25 revenue grew 144% YoY to $159.4 million with 74.9% GAAP gross margin , and 2Q25 revenue grew 150% YoY to $191.9 million with 75.8% GAAP gross margin . As an emerging growth company, ALAB emphasizes non-GAAP metrics (ex-SBC) in communications, which Tate certifies via SOX 906 exhibits in 10-Qs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investor/Advisor (early-stage companies) | Investor and advisor | 2015–2020 | Private investing/advisory prior to joining ALAB |
| Annapurna Labs (microelectronics) | Chief Financial Officer | 2014–2015 | Finance leadership at a microelectronics firm |
| NetLogic Microsystems (Nasdaq: NETL) | VP Finance & Chief Financial Officer | 2007–2012 | Public semiconductor CFO experience |
| Marvell Technology (Nasdaq: MRVL) | Various roles incl. VP and Interim CFO | 2001–2007 | Senior finance roles at large-cap semi supplier |
| Galileo Technology | Various roles incl. Chief Financial Officer | 1997–2001 | Early CFO experience in semiconductors |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Early-stage companies | Investor and advisor | 2015–2020 | Private investing/advisory activity |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 309,167 | 438,333 |
| Base Salary Policy Snapshot | — | Increased to $450,000 effective Feb 1, 2024 |
| Target Bonus (% of base, as of Feb 1, 2024) | — | 75% |
| Actual Non-Equity Incentive (Annual Bonus) ($) | — | 388,125 |
| Discretionary Bonus ($) | 170,500 | — |
| All Other Compensation ($) | — | 13,800 (401k match) |
Notes:
- The company raised Tate’s annual base salary to $450,000 effective February 1, 2024 (paid salary for FY 2024 equals $438,333) .
- Target bonus opportunity for FY 2024 was 75% of base; actual bonus paid was $388,125 under the annual cash bonus plan .
Performance Compensation
Annual Cash Bonus Plan (FY 2024)
| Metric Category | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Corporate performance objectives | Not disclosed | Not disclosed | Bonus paid: $388,125 | NEOs participate in Senior Executive Cash Incentive Bonus Plan; committee sets corporate/individual objectives; FY 2024 target bonus for Tate was 75% of base |
Equity Awards Granted (Grant-Date Fair Value and Structure)
| Year | Stock Awards Grant-Date Fair Value ($) | Notes |
|---|---|---|
| 2023 | 971,991 | RSUs granted in 2023 |
| 2024 | 4,632,030 | RSUs granted in 2024; total 162,476 RSUs granted to Tate during FY 2024 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Not Vested RSUs (shares) | Market Value ($) | Vesting Schedule Details |
|---|---|---|---|
| 8/23/2022 | 73,990 | 9,799,976 | 25% vested 8/15/2023; remaining 75% in 12 equal quarterly installments thereafter |
| 8/9/2023 | 42,250 | 5,596,013 | 25% vested 8/15/2024; remaining 75% in 12 equal quarterly installments thereafter |
| 1/24/2024 | 50,000 | 6,622,500 | 25% vested 2/15/2025; remaining 75% in 12 equal quarterly installments thereafter (footnote (2)) |
| 2/7/2024 | 37,500 | 4,966,875 | 100% vested on 2/15/2025 |
| 8/13/2024 | 74,976 | 9,930,571 | 25% vests 8/15/2025; remaining 75% in 12 equal quarterly installments thereafter |
| Total | 278,716 | 36,915, - see cells | Pricing uses $132.45/share (12/31/2024) |
Additional equity program features:
- Change-of-control acceleration: upon a qualifying termination in the three months before or 12 months after a change of control, 50% acceleration if <24 months of service; 100% if ≥24 months. If awards are not assumed in a change of control and the executive remains employed through closing, all time-based awards fully vest at closing .
- Clawback: policy adopted under Rule 10D-1 (Nasdaq); recovery of erroneously awarded incentive-based compensation within the three completed fiscal years preceding a restatement; SOX 304 reimbursement obligations also apply to CEO/CFO in case of misconduct-related restatement . Equity plan also subjects awards to recoupment per company policy and applicable law .
Stock Options
| Grant | Detail |
|---|---|
| Initial option | Employment agreement provides an option to purchase 975,000 shares; terms not further detailed in proxy excerpt |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 1,148,933 shares; “less than 1%” of outstanding (based on 164,720,004 shares outstanding as of Mar 1, 2025) |
| Direct vs. Indirect | 29,937 shares held directly; 1,118,996 shares held by the Tate 1997 Living Trust (Michael T. Tate and Jeanne Larue Tate, Trustees) |
| Vested vs. Unvested | 278,716 RSUs unvested at 12/31/2024 across grants listed above |
| 10b5-1 Trading Plan | Adopted May 30, 2024 covering up to 500,000 shares; expiration 7/31/2025; includes automatic sell-to-cover for RSU tax withholding; certain shares held by the Tate 1997 Living Trust |
| Pledging/Hedging | No pledging disclosed in provided filings; insider trading policy governs transactions and specifies permitted sell-to-cover mechanics and restrictions |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated July 21, 2020; at-will employment; initial base salary $49,920; initial 975,000-share stock option; standard confidentiality and non-solicitation covenants |
| Change-of-Control Severance (COC Severance Policy for Principal Executive Officers; adopted Aug 2023) | If terminated without cause or resigns for good reason within 3 months before or 12 months after a change of control: lump-sum 6 months of base salary; lump-sum 50% of annual target bonus; pro-rata target bonus for months worked; up to 6 months company-paid COBRA; equity acceleration of 50% (<24 months service) or 100% (≥24 months), subject to release . If awards are not assumed at change of control, all time-based awards vest at closing subject to continued employment through closing . 280G cut-down applies if beneficial to executive . |
| Clawback/Recoupment | Exchange Act Rule 10D-1-compliant compensation recovery policy; SOX 304 reimbursement obligations may apply to CEO/CFO . Awards also subject to recoupment under company policies/law . |
| Insider Trading/10b5-1 | Policy outlines permitted transactions, exceptions for RSU net settlements/sell-to-cover, compliance responsibilities, and penalties for violations . |
| Say-on-Pay | As an emerging growth company, ALAB is not required to conduct advisory say-on-pay votes . |
Performance & Track Record (Context During Tenure)
| Metric | 2023 | 2024 | 1Q24 | 1Q25 | 2Q24 | 2Q25 |
|---|---|---|---|---|---|---|
| Revenue ($000s) | 115,794 | 396,290 | 65,258 | 159,442 | 76,850 | 191,925 |
| YoY Revenue Growth | — | 242% | — | 144% | — | 150% |
| GAAP Gross Margin | 68.9% | 76.4% | 77.4% | 74.9% | 77.9% | 75.8% |
Additional disclosures: Non-GAAP metrics (ex-SBC) are emphasized in earnings communications; CFO Tate provided SOX 906 certifications for 10-Qs , and Q2 2025 earnings call commentary outlined revenue/margin guidance and capital structure metrics (e.g., diluted share count, cash) .
Compensation Structure Analysis
- Equity-heavy pay mix in FY 2024: stock awards ($4.63m) materially exceeded cash salary ($438k) and cash bonus ($388k), aligning compensation with long-term stock performance via multi-year RSU vesting .
- Acceleration features: Double-trigger COC severance with potential 50–100% equity acceleration; single-trigger full vesting if awards are not assumed at close—these can amplify realized compensation in M&A scenarios and reduce retention risk post-COC .
- Bonus plan design: Target bonus set at 75% of base for FY 2024 with payouts tied to corporate objectives; specific metric weights/thresholds not disclosed (limiting external assessment of pay-for-performance rigor) .
- Governance controls: Dodd-Frank-compliant clawback and insider trading policy with sell-to-cover mechanics; EGC status removes say-on-pay votes for now, modestly reducing direct shareholder feedback on pay .
Equity Ownership & Alignment Details
| Ownership Component | Amount |
|---|---|
| Shares beneficially owned (total) | 1,148,933 shares; less than 1% of outstanding |
| Directly held | 29,937 shares |
| Held via Tate 1997 Living Trust | 1,118,996 shares |
| Unvested RSUs (12/31/2024) | 278,716 shares (see grants above) |
| RSU market value proxy (12/31/2024 close $132.45) | Grant-level values shown above per company methodology |
| 10b5-1 plan activity window | Plan adopted 5/30/2024; expiration 7/31/2025; up to 500,000 shares; includes automatic sell-to-cover for RSUs |
Employment Contracts & Restrictive Covenants
| Provision | Summary |
|---|---|
| Agreement Date | July 21, 2020 (employment agreement) |
| Covenants | Standard confidentiality and non-solicitation; no specific non-compete disclosed in excerpts provided |
| Term | At-will |
| Severance/COC | See Employment Terms table (double-trigger COC; equity acceleration; 280G cut-down) |
Related Party and Policies
- Registration rights: The Tate Trust is party to the amended and restated investors’ rights agreement among principal holders; audit committee oversees related party transactions policy .
- Legal proceedings: No material legal proceedings involving executive officers disclosed .
Investment Implications
- Alignment and retention: Large, multi-year RSU grants with staggered vesting and a Dodd-Frank clawback create long-term alignment; double-trigger severance and non-assumption vesting could mitigate retention risk around M&A but may accelerate supply if deals occur .
- Selling pressure watch: A Rule 10b5-1 plan adopted in May 2024 covering up to 500,000 shares and automatic sell-to-cover on RSU vests suggests periodic insider selling into plan timelines through July 2025; monitor Form 4s for actual executions and volumes .
- Pay-for-performance: FY 2024 bonus payouts and significantly higher equity grants occurred alongside outsized revenue growth and margin expansion, indicating realized compensation is directionally aligned with operating performance despite limited disclosure of metric weights/targets .
- Ownership: Beneficial ownership of ~1.15 million shares (via direct and trust holdings) provides meaningful exposure, though percentage is below 1%; absence of disclosed pledging reduces alignment concerns tied to collateralization risk .