Philip Mazzara
About Philip Mazzara
Philip Mazzara is General Counsel and Secretary of Astera Labs (ALAB), serving since September 2022 after joining as Vice President of Legal in February 2022; he is 46 and holds a J.D./M.B.A. from Stanford Law School and the Stanford Graduate School of Business . During his tenure, ALAB completed its IPO (March 2024) and delivered rapid top-line expansion: revenue grew 242% year over year to $396.3M in FY2024 with gross margin rising to 76.4% (from 68.9% in FY2023) as AI infrastructure demand accelerated . As General Counsel, he also serves as the Insider Trading Compliance Officer under ALAB’s policy framework (with his own trades subject to CFO pre-approval), reinforcing governance and compliance around trading and disclosure controls .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Astera Labs (ALAB) | General Counsel & Secretary | Sep 2022–Present | Company’s chief legal officer; officer since 2022 . |
| Astera Labs (ALAB) | Vice President, Legal | Feb 2022–Aug 2022 | Senior legal leadership prior to GC appointment . |
| Innovium, Inc. | VP, General Counsel & Corporate Secretary | May 2018–Dec 2021 | Led legal and corporate governance functions . |
| Innovium, Inc. | Director of Legal | Aug 2015–May 2018 | Legal leadership in networking silicon business . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 268,182 | 150,000 (offer letter target) | 110,250 |
| 2023 | 309,167 | 150,000 (offer letter target) | 170,500 (discretionary) |
Notes:
- Offer letter (Feb 7, 2022) provided at-will employment, $300,000 salary and $150,000 target bonus; subsequent annual pay reflects actual paid amounts disclosed in 2023 Summary Compensation Table .
Performance Compensation
Equity Awards and Vesting
| Grant/Instrument | Grant Date | Shares/Units (#) | Vesting / Conditions |
|---|---|---|---|
| Option (early-exercised; unvested shares) | 3/11/2022 | 135,417 | 25% vested on 2/9/2023; remainder in 36 equal monthly installments, subject to continued service . |
| RSU (time + liquidity-based) | 8/23/2022 | 30,973 | Time-based: 25% on 8/15/2023, then 12 equal quarterly installments; liquidity condition tied to IPO satisfied in 2024 . |
| RSU (time + liquidity-based) | 8/9/2023 | 44,248 | Time-based: 25% on 8/15/2023, then 12 equal quarterly installments; liquidity condition tied to IPO satisfied in 2024 . |
| RSU (retention grant) | 2024 | 62,804 | Granted for retention; schedule not separately disclosed for GC . |
| Stock Option (offer letter authorization) | 2/7/2022 | 250,000 | Four-year vesting structure per offer letter; pricing at FMV on grant; standard option agreement . |
Notes:
- 2022–2023 RSUs included a liquidity condition satisfied at IPO; ALAB recognized substantial stock-based compensation in 2024 upon vesting/settlement of such awards .
- The 2024 GC retention RSU was disclosed in “Other Transactions” with the share count; a specific vest schedule for the GC grant was not separately detailed in the proxy .
Annual Cash Incentive
| Year | Bonus Plan Structure | Payout ($) |
|---|---|---|
| 2023 | Discretionary annual bonus based on Board assessment | 170,500 |
Equity Ownership & Alignment
- Rule 10b5-1 Plan: Mazzara adopted a Rule 10b5-1 trading arrangement on 11/21/2024 covering up to 75,000 shares through 11/21/2025; such plans include automatic sell-to-cover for tax withholding upon RSU settlement, potentially creating ongoing selling flow around vest dates .
- Hedging/Pledging: ALAB policy prohibits short sales, derivative hedging, margin pledging, or pledging company securities as collateral; any waiver must be reported to the Audit Committee .
- Compliance Role: The General Counsel serves as the Insider Trading Compliance Officer (except that his own trades require CFO approval), oversees pre-clearance, blackout windows, and enforcement of the policy .
Employment Terms
- Offer Letter (Feb 7, 2022): At-will employment; salary $300,000; target annual bonus $150,000; option to purchase 250,000 shares under the 2018 Plan with four-year vesting; eligibility for company benefit plans; expense reimbursement; and execution of the Company’s standard confidential information and invention assignment agreement .
- Clawback: ALAB adopted a compensation recovery policy compliant with Rule 10D-1/Nasdaq, enabling recoupment of erroneously awarded incentive compensation based on restated results for the prior three completed fiscal years .
- Change-of-Control: ALAB has a Change of Control Severance Policy for principal executive officers including cash severance, COBRA, and equity vesting acceleration upon qualifying termination around a change in control; the proxy specifically details treatment for certain executives, but does not expressly identify the General Counsel as a covered participant .
Investment Implications
- Alignment and retention: Significant time-based RSU overhang from 2022–2024 grants, plus option vesting, should support retention and alignment; the 2024 62,804 RSU grant to the GC was explicitly for retention .
- Selling pressure cadence: A live 10b5-1 plan through Nov 2025 and mandatory sell-to-cover on RSU settlements imply periodic selling tied to vest dates (plan limit 75,000 shares), a modest source of predictable insider selling flow .
- Governance risk mitigants: Strict prohibitions on hedging/pledging and a robust clawback framework reduce misalignment and reputational risk around executive trading and incentive outcomes .
- Execution backdrop: Company-level performance has sharply improved (FY2024 revenue +242% YoY; gross margin +750 bps), which historically supports the value realization of equity incentives; however, ALAB remains unprofitable and continues heavy investment, implying ongoing legal and disclosure workload for the GC through scaling and capital markets engagement .