CEO Chun Hong was paid $1,178,384 in fiscal year 2025, ↓ down 24.3% from fiscal year 2024 (SEC filing 0001104659-26-089249 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,178,384 ↓ Chun Hong total, FY2025 | — CEO pay percentile vs peers | 28:1 CEO-to-median pay ratio | 89.56% Say-on-pay support, latest vote |
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NLST's next annual pay disclosure, estimated August 7, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Chun Hong | $450,000 | $0 | $635,250 | $0 | $0 | $0 | $93,134 | $1,178,384 |
| President, Chief Executive Officer and Director | ||||||||
| Gail Sasaki | 275,000 | 0 | 127,050 | 0 | 0 | 0 | 24,104 | 426,154 |
| Executive Vice President, Chief Financial Officer and Corporate Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Chun Hong | $1,178,384 | $1,557,414 | $2,053,207 | ↓ −379,030 |
| Gail Sasaki | 426,154 | 415,858 | 583,257 | ↑ +10,296 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Chun K. Hong | CEO | $1,557,414 |
| Gail Sasaki | CFO | $426,154 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Chun Hong | — | 2021-01-13 | — | — | 937,500 | — | $62,500 |
| Gail Sasaki | — | 2022-01-25 | — | — | 125,000 | — | 104,688 |
| Gail Sasaki | — | 2023-03-16 | — | — | 25,000 | — | 20,938 |
| Chun Hong | — | 2015-01-06 | — | — | — | — | 300,000 |
| Chun Hong | — | 2022-01-25 | — | — | 300,000 | — | 251,250 |
| Gail Sasaki | — | 2021-01-13 | — | — | 12,500 | — | 10,469 |
| Chun Hong | — | 2023-03-16 | — | — | 374,250 | — | 313,434 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Chun Hong | PSU | 1,000,000 | — | $870,000 |
| Chun Hong | PSU | 562,500 | — | 489,375 |
| Chun Hong | PSU | 249,500 | — | 217,065 |
| Chun Hong | PSU | 100,000 | — | 87,000 |
| Gail Sasaki | PSU | 75,000 | — | 65,250 |
| Gail Sasaki | PSU | 50,000 | — | 43,500 |
| Gail Sasaki | PSU | 25,000 | — | 21,750 |
| Chun Hong | Option | 300,000 | 0.7 | — |
| Chun Hong | Option | 300,000 | 1.02 | — |
| Chun Hong | Option | 1,000,000 | 0.72 | — |
Our executive compensation program reflects a variable pay-for-performance philosophy, utilizing several performance measures to align executive compensation with Company performance. We generally seek to incentivize long-term performance and do not specifically align our performance measures with Compensation Actually Paid (CAP) for a particular year.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-09-09 | 79,236,990 | 9,234,316 | 3,039,263 | 89.56% | Passed |
| 2022 | 2022-08-16 | 49,827,102 | 7,487,780 | 1,241,278 | 86.94% | Passed |
| 2019 | 2019-08-14 | 18,471,056 | 3,895,363 | 1,266,528 | 82.58% | Passed |
| 2016 | 2016-06-08 | 18,144,925 | 994,827 | 365,459 | 94.8% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-09-09 | 89.56%a |
| 2022 | 2022-08-16 | 86.94%b |
| 2019 | 2019-08-14 | 82.58%c |
a. Approved under the standard stated in the filing — “As a result, abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal because of the nature of this voting requirement.”.
b. Approved under the standard stated in the filing — “As a result, abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal because of the nature of this voting requirement.”.
c. Approved under the standard stated in the filing — “Non- Routine Matter Effect of Abstentions Effect of Broker Non-Votes 1: Election of Directors Plurality of Votes Cast Non-Routine No effect No effect 2: Ratification of Auditor Majority of Votes Cast Routine No effect None expected 3: Advisory Approval of executive compensation Majority of Shares Present Non-Routine No effect None expected 3 Table of Contents Tabulation of Votes The inspector of elections of the Annual Meeting will tabulate the votes of our stockholders at the Annual Meeting.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 28 : 1 |
|---|---|
| CEO total compensation | $2,053,207 |
| Median employee compensation | $72,248 |
| Annual cash retainer | $80,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Netlist | 2025 | Chun Hong | $450,000 | $635,250 | $0 | $0 | $1,178,384 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Chun Hong | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “Executive Compensation”. As printed: 1,178,384. Filing ↗machine: r3 · c12 · span 208737–208746 |
| 2 | Section 01, Gail Sasaki | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “Executive Compensation”. As printed: 426,154. Filing ↗machine: r5 · c12 · span 214974–214981 |
| 3 | Section 03, Chun Hong | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t52 · r3 · c12 · span 208537–208539 |
| 4 | Section 03, Gail Sasaki | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 03, Gail Sasaki | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t59 · r15 · c15 · span 317449–317451 |
| 6 | Section 03, Chun Hong | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t59 · r8 · c4 · span 283570–283577 |
| 7 | Section 03, Chun Hong | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t59 · r8 · c4 · span 283570–283577 |
| 8 | Section 03, Gail Sasaki | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t27 · r5 · c2 · span 135750–135752 |
| 9 | Section 03, Chun Hong | DEF 14A | 2026-07-31 | 0001104659-26-089249 | Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗ |
| 10 | Section 07, pay ratio | DEF 14A | 2024-06-28 | 0001558370-24-009622 | Section “CEO Pay Ratio”. As printed: 28 : 1. Filing ↗machine: span 431484–431486 |
| 11 | Section 06, 2025 vote | Form 8-K | 2025-09-11 | 0001104659-25-089286 | Item 5.07 · say-on-pay result. As reported: 89.56% (votes for as printed: 79,236,990). Filing ↗ |
| 12 | Section 06, 2022 vote | Form 8-K | 2022-08-18 | 0001104659-22-092559 | Item 5.07 · say-on-pay result. As reported: 86.94%. Filing ↗ |
| 13 | Section 06, 2019 vote | Form 8-K | 2019-08-15 | 0001104659-19-046160 | Item 5.07 · say-on-pay result. As reported: 82.58%. Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Netlist (subject), Section 10b CEO total | DEF 14A | 2026-07-31 | 0001104659-26-089249 | CEO total compensation as printed in Netlist's own proxy. As printed: 1,178,384. Filing ↗machine: r3 · c12 · span 208737–208746 |
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