Stefan Dyckerhoff
About Stefan Dyckerhoff
Independent director at Astera Labs since November 2019; age 52 as of April 15, 2025. Currently Managing Director at Sutter Hill Ventures; prior roles include EVP & GM of Platform Systems Division at Juniper Networks (2011–2012) and VP & GM of Edge Routing Business Unit at Cisco (2007–2009). Education: B.S. in Electrical Engineering & Computer Science (Duke) and M.S. in Electrical Engineering (Stanford). The board determined he is independent under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juniper Networks | EVP & GM, Platform Systems Division | 2011–2012 | Senior GM role across platform systems |
| Cisco Systems | VP & GM, Edge Routing BU | 2007–2009; roles since 2004 | Led edge routing business; prior technical roles |
| Sutter Hill Ventures | Managing Director | 2012–present | Venture investor; affiliated entities hold ALAB registration rights via IRA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SiFive (semiconductor) | Director | Since Sep 2015 | Board service |
| Atmosic Technologies (semiconductor) | Director | Since Apr 2017 | Board service |
| Enfabrica (computer networking) | Director | Since May 2020 | Board service |
Board Governance
- Board tenure and role: Director since 2019; Class I director up for election in 2025, nominated for term through 2028 .
- Independence: Board determined Dyckerhoff is independent under SEC/Nasdaq standards .
- Committee assignments:
- Compensation Committee: Member; Chair is Michael Hurlston; met 6 times in FY2024 .
- Nominating & Corporate Governance Committee: Chair; members Dyckerhoff and Jack Lazar; formed March 2024; met 3 times in FY2024 .
- Audit Committee: Not a member (members are Lazar, Mayer, Barratt; Chair Lazar) .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of applicable board and committee meetings .
- Board leadership/independent oversight: Independent non-management Chair (Manuel Alba); regular executive sessions of independent directors .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-date Fair Value) | Notes |
|---|---|---|---|
| FY2024 | $67,024 | — | Non-employee director cash compensation; no equity grants in 2024 |
Non-Employee Director Compensation Policy (prorated for partial years):
| Component | Amount |
|---|---|
| Board annual cash retainer (member) | $60,000 |
| Additional retainer for non-executive Chair | $70,000 |
| Audit Committee member / chair | $12,500 / $25,000 |
| Compensation Committee member / chair | $10,000 / $20,000 |
| Nominating & Corporate Governance member / chair | $5,000 / $10,000 |
Performance Compensation
| Item | Details |
|---|---|
| Annual equity grant policy | $200,000 RSU per year; vests in full at 1-year anniversary or next annual meeting; subject to continued service; full acceleration upon change in control |
| Initial equity grant policy | $330,000 RSU upon initial election; vests ratably over 3 years; subject to continued service; full acceleration upon change in control |
| FY2024 director equity for Dyckerhoff | No equity awards granted; as of 12/31/2024, no outstanding equity awards |
No director performance metrics (TSR/operational goals) are disclosed for non-employee directors in the proxy .
Other Directorships & Interlocks
- Affiliated entities with Sutter Hill Ventures have registration rights under Astera Labs’ Amended and Restated Investors’ Rights Agreement (IRA) (dated May 17, 2022). Board considered these relationships in its independence assessment .
Expertise & Qualifications
- Deep technology operating experience (Juniper, Cisco) with focus on networking/platform systems .
- Semiconductor and networking board experience (SiFive, Atmosic, Enfabrica) .
- Technical education (EECS; EE) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stefan Dyckerhoff | — | — | Not listed with a beneficial ownership amount as of Mar 1, 2025 |
| Outstanding RSUs/options (as of 12/31/2024) | None outstanding for Dyckerhoff | n/a | Proxy footnote confirms no outstanding equity awards |
| Pledging/Hedging | Company policy prohibits hedging and pledging of company securities; any waiver must be reported to audit committee |
Shareholder Voting Signal (2025 Director Election)
| Nominee | For | Withheld | Broker Non-Votes | Support Rate (For / (For+Withheld)) |
|---|---|---|---|---|
| Jitendra Mohan | 109,977,269 | 2,630,733 | 31,843,880 | 97.7% (calculated from ) |
| Stefan Dyckerhoff | 81,821,554 | 30,786,448 | 31,843,880 | 72.7% (calculated from ) |
| Bethany Mayer | 104,133,596 | 8,474,406 | 31,843,880 | 92.5% (calculated from ) |
Stockholders elected all Class I nominees; Dyckerhoff’s support was meaningfully lower than peers in the same election cohort .
Compensation Committee Analysis
- Composition: Michael Hurlston (Chair), Stefan Dyckerhoff; both independent under Nasdaq/SEC rules .
- Consultant: Compensia engaged for peer group, benchmarking executive and board compensation, trends; committee found no conflicts .
- Interlocks: No compensation committee interlocks or insider participation; none of the 2024 committee members were officers/employees; no reciprocal board/comp committee interlocks with ALAB executives .
Related Party Transactions & Policies
- Audit committee reviews/approves related party transactions over $120,000; factors include arm’s-length terms and extent of related party’s interest .
- IRA grants registration rights to several holders, including entities affiliated with Sutter Hill Ventures; no specific director-related transactions disclosed beyond IRA .
- Independence determination considered beneficial ownership and related transactions; Dyckerhoff deemed independent .
Governance Assessment
-
Positives:
- Independent director; chairs Nominating & Corporate Governance; active on Compensation Committee; committees met regularly in 2024 (N&CG: 3; Compensation: 6) .
- Independent board chair and regular executive sessions enhance oversight .
- Prohibition on hedging/pledging supports alignment and reduces risk .
- All Section 16(a) filings compliant in 2024 .
-
Concerns/Red Flags:
- Lower shareholder support (≈73%) versus peers in 2025 election, signaling investor scrutiny of this director’s candidacy .
- No beneficial ownership disclosed and no outstanding director equity awards as of 12/31/2024, potentially reducing ownership alignment under typical governance norms .
- Affiliation with Sutter Hill Ventures appears among parties with registration rights under IRA (not a transaction per se), but continued monitoring is warranted for potential related-party exposure; audit committee policy mitigates risk .
Emerging growth company status: Astera Labs is not required to hold say‑on‑pay votes; thus no historical say‑on‑pay results are available .
Director compensation framework is cash retainer plus RSUs per policy; Dyckerhoff received cash only in FY2024; monitor future equity awards/grants for improved alignment .