Netlist Inc. DEF 14A Filing Details 2023 Executive Compensation

TL;DR

Netlist's 2023 DEF 14A is out, showing exec pay details. Focus on equity awards for PEOs & Non-PEOs.

AI Summary

Netlist Inc. filed a DEF 14A on June 28, 2024, for the fiscal year ending December 28, 2023. The filing details executive compensation and other corporate governance matters. Key figures related to equity awards for both PEO and Non-PEO members are presented for the fiscal year 2023.

Why It Matters

This filing provides transparency into how Netlist Inc. compensates its top executives, which can influence investor decisions and perceptions of company management.

Risk Assessment

Risk Level: medium — DEF 14A filings can contain information about executive compensation, potential shareholder proposals, and other governance issues that may impact stock price and investor sentiment.

Key Numbers

• 2023-12-28 — Fiscal Year End (Reporting period for compensation details)
• 20240628 — Filing Date (Date the DEF 14A was submitted)

Key Players & Entities

• NETLIST INC (company) — Filer
• 0001282631 (company) — Central Index Key
• 949-435-0025 (dollar_amount) — Business Phone

FAQ

Filing Documents

• nlst-20240814xdef14a.htm (DEF 14A) — 835KB
• nlst-20240814xdef14a_a001.jpg (GRAPHIC) — 4KB
• nlst-20240814xdef14a_a002.jpg (GRAPHIC) — 3KB
• nlst-20240814xdef14a_a004.jpg (GRAPHIC) — 3KB
• nlst-20240814xdef14a_a005.jpg (GRAPHIC) — 70KB
• nlst-20240814xdef14a_a006.jpg (GRAPHIC) — 66KB
• nlst-20240814xdef14a_a007.jpg (GRAPHIC) — 65KB
• nlst-20240814xdef14a_a008.jpg (GRAPHIC) — 4KB
• nlst-20240814xdef14a_bg001.jpg (GRAPHIC) — 181KB
• nlst-20240814xdef14a_cg001.jpg (GRAPHIC) — 120KB
• 0001558370-24-009622.txt ( ) — 3426KB
• nlst-20240814.xsd (EX-101.SCH) — 5KB
• nlst-20240814_def.xml (EX-101.DEF) — 6KB
• nlst-20240814_lab.xml (EX-101.LAB) — 13KB
• nlst-20240814_pre.xml (EX-101.PRE) — 6KB
• nlst-20240814xdef14a_htm.xml (XML) — 546KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 6 Management and Corporate Governance 7 Executive Officers 10 Compensation Discussion and Analysis 11 Compensation Committee Report 13 Risks Related to Compensation Practices and Policies 14 Executive Officer and Director Compensation 15 Director Compensation 21 Pay Versus Performance 22 Equity Compensation Plan Information 27 Report of Audit Committee 28 Certain Relationships and Related Party Transactions 29 Proposals Proposal No. 1 — Election of Director 30 Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm 31 Other Matters 33 Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read this entire Proxy Statement carefully before voting. In this Proxy Statement, the terms the "Company," "Netlist," "we," "us," and "our" refer to Netlist, Inc. Information presented in this Proxy Statement is based on Netlist's fiscal calendar. 2024 Annual Meeting of Stockholders Wednesday, August 14, 2024 10:00 a.m., Pacific Time UCI Research Park 5301 California Cypress Room Irvine, California, 92617 Only stockholders of record at the close of business on June 18, 2024 are entitled to receive notice of and to vote at our 2024 Annual Meeting of Stockholders ("Annual Meeting"). On or about June 28, 2024, we began sending this Proxy Statement, the attached Notice of Annual Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at the Annual Meeting. Although not part of this Proxy Statement, we are also sending, along with this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the "2023 Annual Report"), which includes our financial statements for the fiscal year ended December 30, 2023 ("Fiscal 2023").

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table below sets forth information regarding the ownership of our common stock, as of June 18, 2024 (the "Table Date") unless otherwise indicated in the footnotes to the table, by (i) all persons known by us to beneficially own more than 5% of our common stock, (ii) each of our current directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. We know of no agreements among our stockholders that relate to voting or investment power over our common stock or any arrangement the operation of which may at a subsequent date result in a change of control of our Company. Beneficial ownership is determined in accordance with applicable Securities and Exchange Commission ("SEC") rules and generally reflects sole and shared voting or investment power over securities. Under these rules, a person is deemed to be the beneficial owner of securities the person has the right to acquire as of or within 60 days after the Table Date, upon the exercise of outstanding stock options or warrants, the conversion of outstanding convertible notes, or the exercise or conversion of any other derivative securities affording the person the right to acquire shares of our common stock. As a result, each person's percentage ownership set forth in the table below is determined by assuming that all outstanding stock options, warrants or other derivative securities held by such person that are exercisable or convertible as of or within 60 days after the Table Date have been exercised or converted. Except in cases where community property laws apply or as indicated in the footnotes to the table, we believe each person named below possesses sole voting and investment power over all shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each person named below is c/o Netlist, Inc., 111 Academy, Suite 100, Irvine, CA 92617

View Full Filing

View this DEF 14A filing on SEC EDGAR