Companies Netlist Inc
Netlist (NLST): executive pay, fiscal 2025
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CEO pay, last three years
- $2,053,207FY2023
- $1,557,414FY2024
- $1,178,384FY2025
CEO total pay was $1,178,384 in fiscal 2025, down from $1,557,414 in fiscal 2024.
FY2025: salary $450,000 · bonus $0 · stock awards $635,250 · option awards $0
Executives and directors
Frequently asked questions
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.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| 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.
Three-year trend — total compensation per named executive
| 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.
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 policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| 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 |
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.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Gail Sasaki | PSU | 25,000 | — | $21,750 |
| Gail Sasaki | PSU | 50,000 | — | 43,500 |
| Gail Sasaki | PSU | 75,000 | — | 65,250 |
| Chun Hong | PSU | 100,000 | — | 87,000 |
| Chun Hong | PSU | 249,500 | — | 217,065 |
| Chun Hong | Option | 300,000 | 0.7 | — |
| Chun Hong | Option | 300,000 | 1.02 | — |
| Chun Hong | PSU | 562,500 | — | 489,375 |
| Chun Hong | PSU | 1,000,000 | — | 870,000 |
| Chun Hong | RSU | 1,000,000 | 0.72 | — |
Director compensation
No director compensation table is on file for fiscal year 2025.
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 | — |
Peer group, and who names Netlist as a peer
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.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Netlist Inc | 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.
Say-on-pay history and pay ratio
| 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.
Say-on-pay — history, company’s computation
| 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.
CEO pay ratio
| Ratio (CEO : median employee) | 28 : 1 |
|---|---|
| CEO total compensation | $2,053,207 |
| Median employee compensation | $72,248 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (15 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Chun Hong. DEF 14A, filed 2026-07-31. Section “Executive Compensation”. As printed: 1,178,384. View filing ↗
- Section 01, Gail Sasaki. DEF 14A, filed 2026-07-31. Section “Executive Compensation”. As printed: 426,154. View filing ↗
- Section 03, Chun Hong . DEF 14A, filed 2026-07-31. Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Gail Sasaki . DEF 14A, filed 2026-07-31. Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Gail Sasaki . DEF 14A, filed 2026-07-31. Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Chun Hong . DEF 14A, filed 2026-07-31. Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Chun Hong . DEF 14A, filed 2026-07-31. Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Gail Sasaki . DEF 14A, filed 2026-07-31. Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Chun Hong . DEF 14A, filed 2026-07-31. Section “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2024-06-28. Section “CEO Pay Ratio”. As printed: 28 : 1. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-09-11. Item 5.07 · say-on-pay result. As reported: 89.56% (votes for as printed: 79,236,990). View filing ↗
- Section 06, 2022 vote. Form 8-K, filed 2022-08-18. Item 5.07 · say-on-pay result. As reported: 86.94%. View filing ↗
- Section 06, 2019 vote. Form 8-K, filed 2019-08-15. Item 5.07 · say-on-pay result. As reported: 82.58%. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Netlist Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-07-31. CEO total compensation as printed in Netlist Inc's own proxy. As printed: 1,178,384. View filing ↗