Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-31

Netlist (NLST)

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 ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Chun Hong$450,000$0$635,250$0$0$0$93,134$1,178,384
President, Chief Executive Officer and Director
Gail Sasaki275,0000127,05000024,104426,154
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Chun Hong$1,178,384$1,557,414$2,053,207↓ −379,030
Gail Sasaki426,154415,858583,257↑ +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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Companies that benchmark against NLST
2 companies name NLST as a compensation peer

The list of companies that name NLST as a peer is temporarily unavailable — recheck shortly.

01b

Executives — the named officers

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.

ExecutiveRoleFY2025 total
Chun K. HongCEO$1,557,414
Gail SasakiCFO$426,154
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-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
03b

Vehicle mix — grant-date fair value by award type

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.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Chun HongPSU1,000,000—$870,000
Chun HongPSU562,500—489,375
Chun HongPSU249,500—217,065
Chun HongPSU100,000—87,000
Gail SasakiPSU75,000—65,250
Gail SasakiPSU50,000—43,500
Gail SasakiPSU25,000—21,750
Chun HongOption300,0000.7—
Chun HongOption300,0001.02—
Chun HongOption1,000,0000.72—
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-09-0979,236,9909,234,3163,039,26389.56%Passed
20222022-08-1649,827,1027,487,7801,241,27886.94%Passed
20192019-08-1418,471,0563,895,3631,266,52882.58%Passed
20162016-06-0818,144,925994,827365,45994.8%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-09-0989.56%a
20222022-08-1686.94%b
20192019-08-1482.58%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.

07

CEO pay ratio

Ratio (CEO : median employee)28 : 1
CEO total compensation$2,053,207
Median employee compensation$72,248
09

Board fee structure and ownership guideline

Annual cash retainer$80,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Netlist2025Chun 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.

10d

Frequently asked questions

Who was the highest-paid executive at Netlist in fiscal 2025?
As disclosed, Chun Hong (President, Chief Executive Officer and Director) was the highest-paid executive at Netlist in fiscal 2025, with total compensation of $1,178,384.
What is Netlist's CEO-to-median employee pay ratio?
As disclosed, Netlist's CEO-to-median employee pay ratio was 28:1.
How did shareholders vote on Netlist's executive compensation?
As disclosed, 89.56% of shareholders supported Netlist's executive compensation in the latest say-on-pay vote.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Chun HongDEF 14A2026-07-310001104659-26-089249Section “Executive Compensation”. As printed: 1,178,384. Filing ↗machine: r3 · c12 · span 208737–208746
2Section 01, Gail SasakiDEF 14A2026-07-310001104659-26-089249Section “Executive Compensation”. As printed: 426,154. Filing ↗machine: r5 · c12 · span 214974–214981
3Section 03, Chun Hong DEF 14A2026-07-310001104659-26-089249Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t52 · r3 · c12 · span 208537–208539
4Section 03, Gail Sasaki DEF 14A2026-07-310001104659-26-089249Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗
5Section 03, Gail Sasaki DEF 14A2026-07-310001104659-26-089249Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t59 · r15 · c15 · span 317449–317451
6Section 03, Chun Hong DEF 14A2026-07-310001104659-26-089249Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t59 · r8 · c4 · span 283570–283577
7Section 03, Chun Hong DEF 14A2026-07-310001104659-26-089249Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t59 · r8 · c4 · span 283570–283577
8Section 03, Gail Sasaki DEF 14A2026-07-310001104659-26-089249Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t27 · r5 · c2 · span 135750–135752
9Section 03, Chun Hong DEF 14A2026-07-310001104659-26-089249Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗
10Section 07, pay ratioDEF 14A2024-06-280001558370-24-009622Section “CEO Pay Ratio”. As printed: 28 : 1. Filing ↗machine: span 431484–431486
11Section 06, 2025 voteForm 8-K2025-09-110001104659-25-089286Item 5.07 · say-on-pay result. As reported: 89.56% (votes for as printed: 79,236,990). Filing ↗
12Section 06, 2022 voteForm 8-K2022-08-180001104659-22-092559Item 5.07 · say-on-pay result. As reported: 86.94%. Filing ↗
13Section 06, 2019 voteForm 8-K2019-08-150001104659-19-046160Item 5.07 · say-on-pay result. As reported: 82.58%. Filing ↗
14Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
15Netlist (subject), Section 10b CEO totalDEF 14A2026-07-310001104659-26-089249CEO 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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