Gail Sasaki
About Gail Sasaki
Gail Sasaki, 68, is Executive Vice President, Chief Financial Officer (CFO), and Corporate Secretary of Netlist (NLST). She joined Netlist in 2006 as VP of Finance, became Corporate Secretary in August 2007, and has served as CFO since January 2008; she holds a BA from UCLA and an MBA from USC . Pay-versus-performance disclosures indicate compensation alignment with company results, with 2024 compensation-actually-paid for the Non-PEO NEO (Sasaki) falling alongside a 55% decrease in company TSR and a 52% decline in market capitalization versus 2023; key performance measures considered include market capitalization, revenue, and EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eMaiMai, Inc. | Chief Financial Officer | — | Senior finance leadership at commercial technology company in Hong Kong/Mainland China |
| eMotion, Inc. (Kodak subsidiary; formerly Cinebase Software) | CFO; SVP Finance; Secretary & Treasurer | — | Led finance at B2B media management software/services developer |
| MicroNet Technology, Inc. | Chief Financial Officer | — | Finance leadership at storage technology company |
| Arthur Young (now Ernst & Young LLP) | Audit Manager | — | Seven years in public accounting; progressed to audit manager |
Note: Specific years for prior roles were not disclosed in the proxy .
External Roles
No public company directorships or external board roles for Sasaki are disclosed in the proxy .
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $275,000 | $275,000 | $275,000 | $275,000 |
| Bonus ($) | $205,000 (company performance-related) | — | — | — |
| All Other Compensation ($) | $22,007 | $3,855 | $5,757 | $7,858 |
| Total ($) | $574,407 | $952,855 | $583,257 | $415,858 |
Key narratives:
- CFO compensation includes 401(k) matching contributions and reimbursement of health club membership fees and similar health-related expenses .
- Sasaki is not subject to a formal employment agreement; she receives base salary, discretionary annual cash bonuses and equity incentives as determined by the Board .
Performance Compensation
| Award Type | Grant Date | Grant Size (Shares) | Grant-Date Fair Value ($) | Vesting Schedule | Notable Details |
|---|---|---|---|---|---|
| RSU | 1/13/2021 | 100,000 | $72,400 | Restrictions lapse in 8 equal semi-annual installments from grant | Unvested at FYE 2024: 12,500; Market value of unvested: $10,469 |
| RSU | 1/25/2022 | 200,000 (Q1 2022 grant) | $674,000 (Q1 2022 aggregate fair value) | Restrictions lapse in 8 equal semi-annual installments | Unvested at FYE 2024: 125,000; Market value of unvested: $104,688 |
| RSU | 3/16/2023 | Unvested at FYE 2023: 100,000 | $302,500 (2023 stock awards) | Restrictions lapse in 8 equal semi-annual installments | Unvested at FYE 2024: 25,000; Market value of unvested: $20,938 |
| RSU | 5/14/2024 | Unvested at FYE 2024: 100,000 | $133,000 (2024 stock awards) | Restrictions lapse in 8 equal semi-annual installments | Market value of unvested at FYE 2024: $83,750 |
Performance metrics and payout drivers:
- 2021 cash incentive bonus (Sasaki: $205,000) related to company performance; specific metric weightings not disclosed .
- For 2024, the company cites market capitalization, revenue, and EBITDA as the most important performance measures linking compensation actually paid to company performance; specific weighting/targets not disclosed .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (Shares) | % of Class | RSUs Scheduled to Vest Within 60 Days | Outstanding Common Shares |
|---|---|---|---|---|
| June 18, 2024 | 120,433 | <1% | — | — |
| July 9, 2025 | 189,368 | <1% (based on 292,451,926 shares outstanding) | 25,000 RSUs | 164,368 shares |
Ownership policy and potential selling pressure:
- Insider Trading Policy prohibits speculative transactions (e.g., options, short sales), restricts trading during blackout windows, permits pledging only with prior notice to the Corporate Secretary at least two weeks in advance; sales during blackout permitted only under a 10b5-1 plan .
- RSUs vest semi-annually, creating periodic vesting events that can lead to Form 4 activity and potential selling pressure around vesting dates; near-term scheduled vesting as of July 9, 2025 was 25,000 RSUs .
Employment Terms
- No formal CFO employment agreement; compensation determined at the Board’s discretion, with base salary of $275,000, discretionary bonuses and equity awards, plus benefits (401(k) matching; health club reimbursement) .
- Clawback: The 2025 Equity Incentive Plan includes a clawback provision allowing recovery or forfeiture of compensation if the Company’s Clawback Policy is triggered .
- Equity Plan safeguards: no discounted options/SARs; no repricing without stockholder approval; no pre-vesting dividends; transfer restrictions; director grant limits .
- Pledging permitted under policy with pre-approval timing; hedging/speculative trades prohibited .
Additional Context: Pay vs Performance and Governance
- 2024 CAP for Non-PEO NEO (Sasaki) was $59,121, down from $942,188 in 2023 and negative $(555,004) in 2022; the company ties directional changes to TSR and market capitalization movements .
- 2025 proxy seeks stockholder advisory approval of named executive officer compensation and recommends a three-year frequency for future say-on-pay votes, consistent with prior practice; votes are advisory and non-binding .
Investment Implications
- Compensation alignment: Sasaki’s pay mix is equity-heavy via RSUs with semi-annual vesting; 2024 and 2023 featured no cash bonuses, consistent with a variable pay-for-performance posture amid lower TSR and market cap in 2024 .
- Retention risk: Absence of a formal CFO employment agreement reduces contractual severance/change-of-control protections, potentially increasing mobility risk; however, ongoing RSU vesting provides retention hooks .
- Trading signals: Semi-annual RSU vesting (e.g., 25,000 RSUs scheduled to vest within 60 days of July 9, 2025) can precede Form 4 activity; monitor vesting calendars for potential selling pressure windows and blackout-period constraints .
- Alignment and governance: Beneficial ownership is <1% of shares outstanding, limiting “skin-in-the-game” influence; Insider Trading Policy allows pledging with notice—a governance caution—though hedging/speculation are prohibited, and the equity plan embeds clawback and anti-repricing protections .