Sanjay Gajendra
About Sanjay Gajendra
Co‑founder, President, Chief Operating Officer, and Director at Astera Labs (Nasdaq: ALAB). He has served as COO and a member of the board since November 2017, added President in November 2023, and previously served as CFO and Treasurer from November 2017 to July 2020 . He holds a Master of Engineering in Engineering Management from the University of Colorado Boulder . Revenue scaled rapidly to $396.3M in FY2024 from $115.8M in FY2023 and $79.9M in FY2022, while losses narrowed versus FY2022 on a net basis; EBITDA remained negative over the period (see Financial Performance table below; S&P Global data) . At an August 2025 conference, the moderator noted ALAB’s stock had risen “nearly 5x” since IPO over roughly a year to year‑and‑a‑half, underscoring strong investor momentum at that time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astera Labs | President; COO; Director; prior CFO/Treasurer | COO & Director since Nov 2017; President since Nov 2023; CFO/Treasurer Nov 2017–Jul 2020 | Co‑founded ALAB; scaled AI connectivity portfolio; executive board presence |
| Texas Instruments | Director of Product Management | Jan 2012–Jun 2014 | Drove product strategy and management |
| Texas Instruments | Product Line (General) Manager | Jul 2014–Oct 2017 | Led business/GM responsibilities |
| National Semiconductor | Product Manager | Jun 2006–Dec 2011 | Product leadership pre‑TI acquisition integration |
| (Company not specified in proxy) | Principal Software Engineer | May 2000–Jun 2006 | Senior technical execution |
| Wipro | Senior Software Engineer | Sep 1996–Feb 2000 | Early career engineering experience |
External Roles
Filings reviewed do not disclose other public company directorships for Mr. Gajendra beyond Astera Labs .
Board Service and Governance
- Board service: Executive director since November 2017; serves concurrently as President and COO (dual role implies non‑independence) .
- Independence/committees: Audit (Lazar—Chair, Mayer, Barratt), Compensation (Hurlston—Chair, Dyckerhoff), and Nominating/Governance committees are fully independent; Mr. Gajendra is not listed on board committees .
- Board leadership: Independent Chair (Manuel Alba); Chair and CEO roles separated; independent directors meet in executive sessions, chaired by the independent Chair .
- Employee directors (incl. Mr. Gajendra) receive no additional board compensation .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus ($) | Other ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 575,833 | 115% (effective Feb 1, 2024) | 793,500 | 13,800 (401k match) | Base salaries raised effective Feb 1, 2024 to $600k (CEO/Gajendra) and $450k (CFO) |
| 2023 | — | — | — | — | 2023 bonus framework disclosed generally; specifics for 2023 are for other NEOs and not repeated for Mr. Gajendra in 2024 proxy |
Performance Compensation
- Equity program: Emphasis on long‑term RSUs to align leadership with shareholder value; significant 2024 RSU grants for NEOs .
- Annual bonus plan: Senior Executive Cash Incentive Bonus Plan; bonuses based on achievement of corporate performance goals (financial/operational) and individual objectives; 2024 target for Mr. Gajendra set at 115% of base salary; payouts determined by Compensation Committee .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate performance objectives (financial/operational), plus individual objectives | Not disclosed | 115% of salary | $793,500 | Cash, paid after FY close |
| RSU (Grant 1/24/2024) | Time‑based RSUs (2,704,335 units) | n/a | n/a | Grant date fair value $49,543,417 | 25% vested 2/15/2025; remaining 75% vests in 12 equal quarterly installments thereafter, subject to service |
Additional policies affecting incentives:
- Clawback: Compensation recovery policy adopted under Rule 10D‑1/Nasdaq; three‑year lookback for erroneously awarded incentive comp after a restatement; SOX 304 also applies to CEO/CFO bonus/stock recoveries upon misconduct‑related restatements .
- Equity grant timing: No option‑like awards granted around SEC filings in FY2024; board/committee typically uses an annual grant cadence .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Sanjay Gajendra | 8,180,950 | 5.0% | Includes 6,305,545 shares held in an estate planning trust of which he is a trustee; also 1,550,000 shares in estate planning trusts over which he may be deemed to have voting/dispositive power, for which the CEO is trustee . Total shares outstanding used for calc: 164,720,004 as of Mar 1, 2025 . |
Outstanding equity awards (year‑end snapshot):
| Name | Grant Date | Unvested RSUs (#) | Market Value at 12/31/2024 ($) | Vesting Schedule |
|---|---|---|---|---|
| Sanjay Gajendra | 1/24/2024 | 2,704,335 | 358,189,171 (based on $132.45/share on 12/31/2024) | 25% vested 2/15/2025; remaining 75% in 12 equal quarterly installments thereafter, subject to service |
Notes on ownership alignment:
- Employee directors receive no additional director pay; alignment concentrated in founder/common and RSUs .
- Principal stockholder table reflects SEC treatment of awards exercisable/settleable within 60 days of March 1, 2025 .
- Related parties/registration rights: Gajendra Trust (and other founder/insider trusts) are parties to an amended and restated investors’ rights agreement providing registration rights .
Employment Terms
| Term | Detail |
|---|---|
| Employment arrangements | Offer letter dated March 13, 2018; at‑will; initial base salary $160,000; initial restricted stock grant 9,250,000 shares (adjusted for splits) . |
| Severance/Equity acceleration | Upon a Qualifying Termination: if employed <24 months, 50% acceleration of all unvested equity; if ≥24 months, 100% acceleration of all unvested equity, subject to timely execution of a separation agreement and release . |
| Clawback | Rule 10D‑1/Nasdaq‑compliant compensation recovery policy (restatement‑based recovery over prior 3 years) . |
| Non‑compete/Non‑solicit | Not disclosed in proxy. |
| Change‑of‑control terms | Proxy discloses equity acceleration on Qualifying Termination as above; additional CIC economics for executives not detailed in cited sections . |
Financial Performance (context for pay‑for‑performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 79,872,000* | 115,794,000* | 396,290,000 |
| EBITDA ($) | -59,387,000* | -27,716,000* | -112,912,000* |
| Net Income ($) | -58,345,000* | -26,257,000* | -83,421,000 |
| EBITDA Margin (%) | -74.35%* | -23.94%* | -28.49%* |
| Net Income Margin (%) | -73.05%* | -22.68%* | -21.05%* |
Values marked with an asterisk (*) were retrieved from S&P Global.
Performance & Track Record
- Strategic initiatives: Announced collaboration by joining Arm Total Design to integrate ALAB’s Intelligent Connectivity Platform with Arm Neoverse CSS for custom AI SoCs; commentary by Mr. Gajendra emphasized open, interoperable, rack‑scale AI infrastructure .
- M&A: Announced definitive agreement to acquire aiXscale Photonics to advance photonics‑enabled scale‑up connectivity; Mr. Gajendra framed the deal as enabling next‑gen optical solutions for AI Infrastructure 2.0 .
- Market/positioning: In an August 2025 conference, management discussed expanding attach/content across NVIDIA and custom accelerator ecosystems, diversification of hyperscaler customers, and roadmap steps into GPU‑to‑GPU fabric switches and rack‑level UALink standardization, highlighting multi‑year content expansion opportunities .
Director Compensation (reference, for dual‑role context)
- Non‑employee director pay policy: Board retainer $60,000; committee chair/member retainers (Audit Chair $25,000; members $12,500; Comp Chair $20,000; members $10,000; N&G Chair $10,000; members $5,000); initial RSU grant $330,000 (3‑yr vest), annual RSU $200,000 (1‑yr vest or next AGM), with full acceleration on change in control .
- Employee directors (incl. Mr. Gajendra) receive no separate board compensation; his pay is reported in the NEO tables .
Compensation Structure Analysis
- Equity‑heavy mix: 2024 compensation dominated by a one‑time RSU grant with grant‑date fair value $49.54M, plus increased base salary to $600k effective Feb 1, 2024, indicating a pivot to retention/value alignment during scale‑up .
- Annual bonus rigor: Target 115% of base salary for 2024; payout $793,500 based on achievement of corporate objectives; specific metrics and weightings not disclosed, limiting external assessment of pay‑for‑performance calibration .
- Clawback in force: Restatement‑based recovery policy aligns with current regulatory standards .
Vesting Schedules and Insider Selling Pressure
- 2024 RSU grant (2,704,335 units): 25% vested on 2/15/2025; remaining 75% vests in 12 equal quarterly installments thereafter, creating ongoing potential supply at quarterly vest dates (subject to trading windows/10b5‑1 plans) .
- Year‑end unvested overhang: 2,704,335 RSUs as of 12/31/2024 valued at ~$358.2M at $132.45/share; vesting cadence may introduce episodic selling pressure around quarterly vesting dates .
Related Party Transactions (governance)
- Registration rights: Gajendra Trust (and other insider/founder trusts) are parties to an amended and restated investors’ rights agreement providing registration rights, a standard pre‑IPO investor governance provision .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company, ALAB is not required to conduct non‑binding say‑on‑pay votes; thus there is no SOP voting history yet to benchmark investor sentiment on pay .
Investment Implications
- Alignment: Large founding/common ownership (5.0%) and significant unvested RSUs create strong equity alignment, but also introduce multi‑year vesting supply that could weigh on shares around vest dates if not pre‑planned via 10b5‑1 .
- Pay vs performance: 2024 compensation is equity‑heavy with a sizable time‑based grant; annual cash bonus ties to corporate objectives but lacks disclosed metric detail, tempering external assessment of pay rigor; clawback policy is a positive .
- Retention risk: Vesting cadence and equity acceleration on Qualifying Termination meaningfully de‑risk retention but increase potential dilution/overhang; acceleration terms (50%/<24 months; 100%/≥24 months) are generous relative to many peers .
- Governance: Dual role (President/COO + Director) implies non‑independence, but committees are independent and the board has an independent Chair, mitigating governance risk; employee directors receive no board fees .
- Execution track record: Strategic expansion into Arm Total Design and photonics via aiXscale and a roadmap toward GPU‑to‑GPU fabrics/UALink support durable growth optionality; conference remarks point to increasing customer diversification and rising per‑accelerator content, supporting medium‑term revenue scaling .
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