DEF 14A of Gaia, Inc
Filed Apr 29, 2024 · FY20230001140361-24-022956
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees for Election as Directors
Nominees for Election as Directors Our board of directors proposes that James Colquhoun, Kristin Frank, Keyur Patel, Jirka Rysavy, Paul Sutherland, and Anaal Udaybabu be elected as directors of our company, to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. Unless contrary instructions are given, the proxies will be voted “FOR” these nominees. Each nominee has agreed to serve if elected, and management has no reason to believe that any of the nominees will be unavailable for service. If for any unforeseen reason any nominee should decline or be unable to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxy, unless contrary instructions are given. Our business encompasses the operation of a global digital video subscription streaming service and community that provides curated conscious media to its subscribers in a context characterized by rapidly evolving technologies, exposure to business cycles, and significant competition. Our board of directors is responsible for reviewing and assessing the appropriate skills, experience, and background sought of directors in the context of our business and the current membership on the board of directors. This assessment of board skills, experience, and background includes numerous diverse factors, such as independence; understanding of and experience in video subscription services, technology, finance, and marketing; international experience; age; and gender and ethnic diversity. The priorities and emphasis of the board of directors regarding these factors change from time to time to consider changes in our business and other trends, as well as the portfolio of skills and experience of current and prospective board members. The board of directors reviews and assesses the relevance of and emphasis on these factors in connection with candidate searches. We do not expect or intend that each director will have the same background, skills, and experience; we expect that board members will have a diverse portfolio of backgrounds, skills, and experiences. One goal of this diversity is to assist the board of directors in its oversight and advice concerning our business and operations. The biographies set forth below note each director’s or director nominee’s relevant experience, qualifications, and skills that led to the conclusion that such individual should serve as a director of our company.
Nominees for Election as Directors
| • | Senior Leadership Experience. Directors who have served in senior leadership positions are important to us, as they bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on our board, may be enhanced if their leadership experience has been developed at businesses or organizations that operated on a large scale, faced significant competition, and/or involved technology or other rapidly evolving business models. |
Nominees for Election as Directors
| • | Business Development Experience. Directors who have a background in business development and in acquisitions can provide insight into developing and implementing strategies for growing our business through combination with other organizations. Useful experience in this area includes consideration of “build versus buy,” analysis of the “fit” of a proposed acquisition with a company’s strategy, the valuation of transactions, and management’s plans for integration with existing operations. |
Nominees for Election as Directors
| • | Brand and Mission Experience. Directors who have brand and mission experience can provide guidance as we seek to maintain and expand brand awareness and advancement of the company’s mission. |
Nominees for Election as Directors
| • | Financial Expertise. Knowledge of financial markets, financing and funding operations, and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing our capital structure, financing and investing activities, financial reporting, and internal control over such activities. |
Nominees for Election as Directors
| • | Industry and Technical Expertise. Because we are a media content provider, education or experience in relevant technology is useful in understanding our research and development efforts, competing products, the various media categories that we develop, and the market segments in which we compete. |
Nominees for Election as Directors
The names of our director nominees, their ages, and the years in which they began serving as directors and their positions, are set forth below. All the director nominees currently serve as directors. Each director serves for a one-year term. James Colquhoun—age 42—Chief Executive Officer since December 2023 and Director since May 2020. He founded, and from 2008 until June 2023, has served as the Chief Executive Officer of, Food Matters, a digital media and production company. He also founded Food Matters TV Pty Ltd (FMTV), a health and wellness SVOD (subscription video on demand) company, and served as FMTV’s Chief Executive Officer until its acquisition by Gaia in June 2019. He also founded Food Matters Institute (FMI), an education and training company, and served as FMI’s Chief Executive Officer until its acquisition by Gaia in June 2023. During his tenure, the Food Matters group has grown to reach over 120 countries. He is the producer of the feature documentary films Food Matters, Hungry For Change and the Transcendence TV docu-series. Mr. Colquhoun brings to the board significant experience with management, operations, production and marketing of content. Kristin Frank—age 58—Director since October 2013. She has served as CEO and President of AdPredictive, a software company delivering the industry’s first outcomes-driven customer marketing intelligence platform, since September 2018. Before joining AdPredictive, Ms. Frank spent 23 years at Viacom Inc. where she served from 2015 to 2017 as Chief Operating Officer of MTV. From 2013 to 2015, Ms. Frank served as Executive Vice President of Viacom Music and Entertainment’s Connected Content Division. From 2009 to 2012, Ms. Frank served as General Manager for MTV and VH1 Digital. From 2005 to 2009, she served as Chief Operating Officer at LOGO TV. Ms. Frank currently serves on the boards of Brightcove, Inc., The Beachbody Company, Inc. and the privately-held company board of AdPredictive. Ms. Frank brings to the board significant experience with management, operations, branding, social media and digital content development, optimization and delivery. Keyur Patel—age 58—Director since May 2017. He has served as the Chairman and Chief Executive Officer of Fuse+Media Pvt. Ltd. since 2008. Mr. Patel was a Co-Founder and a Chairman of Fabrik, LLC, led the turnarounds for Inktomi and Maxtor, and incubated, hatched, and ran a number of successful companies including Brience, Metrius, Webvibe, and Phoenix Software. He served as a General Partner of ComVentures. Mr. Patel has also served as the Managing Partner and Chief Strategy Officer of KPMG Consulting Worldwide, Chief Executive Officer of KPMG Internet business, and Managing Partner and Managing Director of the Price Waterhouse Technology Consulting Practice. In addition to Mr. Patel’s entrepreneurial experience, he brings to the board significant experience with investment management and investor relations, as well as significant senior financial leadership and expertise in corporate strategy and execution. Jirka Rysavy—age 69—Founder and Executive Chairman. He has been Chairman since our inception and has served as our Chief Executive Officer from 1999 to 2009, and from 2016 until December 2023. Mr. Rysavy is the beneficial owner of approximately 26% of our outstanding shares. In 1986, Mr. Rysavy founded Corporate Express, Inc., which, under his leadership as Chairman and Chief Executive Officer, grew to become a Fortune 500 company supplying office and computer products and services. Mr. Rysavy also founded and served as Chairman and Chief Executive Officer of Crystal Market, a health foods concept, which was sold in 1987 to become the concept and first Wild Oats Market, now Whole Foods Market (now Amazon). Mr. Rysavy brings to the board significant senior leadership, strategic focus, business development, sales and marketing and international experience from his past business experience as CEO and founder of several successful businesses. He also brings a significant amount of experience to the board in driving growth through acquisitions, having completed over 330 acquisitions in his career. Paul Sutherland—age 69—Director since June 2012. He has worked in the investment and financial advisory business since 1975. Until it was acquired by Mercer Advisors in December 2018, he was President of Financial & Investment Management Group, Ltd., a registered investment adviser that he founded in 1984 and managed investment portfolios on a discretionary basis for individuals, trusts, foundations and retirement plans. Mr. Sutherland is Chairman and a founding board member of the Utopia Foundation, Squaring the Education Pyramid Institute, and is author of various books including Zenvesting, Creating life success the Zenvesting way, Virtues of Wealth and the AMA guide to Financial Planning. Mr. Sutherland is the owner of Yen Yoga and Fitness LLC, the largest yoga, spinning and fitness studio in northern Michigan. In addition to Mr. Sutherland’s significant senior leadership, global investment, business, entrepreneurial and financial experience, he brings to the board a broad understanding of the business aspects of the sustainable health, transformation, consciousness, spirituality, and wellbeing movement and market in which Gaia operates. Anaal Udaybabu—age 53—Director since May 2021. She founded Culture Unplugged, a global platform of documentaries for cultural transformation, which has served millions of people globally since its launch in 2007. In 2019, she founded Fasting Culture, a provider of an online platform for fasting planning and at-home urine diagnostics to support Integral Fasting—the experience she has been exploring at the Center for Healing & Transformation, which she founded in India. Ms. Udaybabu brings to the board significant experience with vision, brand strategy, user experience and user interface design, communications, digital content development and delivery, as well as deep experience with advancing the mission of the company.
THE NOMINEES OF THE BOARD
THE NOMINEES OF THE BOARD
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our directors who are not employees of, or consultants to, our company or its affiliates receive a restricted stock unit (“RSU”) grant valued at $41,250, which vests on the date of the annual shareholder meeting the following year assuming continuous service as a director. Since April 2022, we also pay these directors a fee of $5,500 for in person attendance and $2,200 for telephonic participation for each board and committee meeting. Prior to this we paid these directors a fee of $5,000 for in person attendance and $2,000 for telephonic participation for each board and committee meeting. In addition, the chairpersons of the audit committee and the compensation committee receive additional RSU grants valued at $22,000 and $11,000, respectively, that also vest on the date of the annual shareholder meeting the following year. Directors who serve on more than one committee and are not employees of our company or its affiliates receive an additional RSU grant valued at $11,000 that also vests on the date of the annual shareholder meeting the following year.
Director Compensation Table
Director Compensation Table The following table provides compensation information for the one-year period ended December 31, 2023 for each member of our board of directors other than Mr. Rysavy:
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Total ($) | | James Colquhoun(6) | 9,900 | 41,250 | — | 51,150 | | Kristin Frank | 14,300 | 63,251 | — | 77,551 | | David Maisel(4) | 2,200 | — | | 2,200 | | Paul Sutherland | 14,300 | 74,250 | — | 88,550 | | Keyur Patel(5) | — | — | — | — | | Anaal Udaybabu(5) | — | — | — | — |
Director Compensation Table
| (1) Amounts in the Fees Earned or Paid in Cash column includes fees for services rendered during 2023. |
Director Compensation Table
| (2) Amounts in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted during 2023 and have been computed in accordance with FASB ASC Topic 718. We use the intrinsic value method to calculate the fair value of these awards. At December 31, 2023, Mr. Colquhoun had 12,931 outstanding unvested RSUs. At December 31, 2023, Ms. Frank had 19,828 outstanding unvested RSUs. At December 31, 2023, Mr. Maisel had no outstanding unvested RSUs. At December 31, 2023, Mr. Sutherland had 23,276 unvested outstanding RSUs. All of these RSUs will vest on April 20, 2024. |
Director Compensation Table
| (3) At December 31, 2023, Ms. Frank had 28,910 outstanding option awards all of which were exercisable. The aggregated grant date fair value was $101,552, which was recognized over the vesting period. At December 31, 2023, Mr. Maisel had 100,000 outstanding option awards all of which were exercisable. The aggregated grant date fair value was $196,929, which was recognized over the vesting period. At December 31, 2023, Mr. Sutherland had 48,936 outstanding option awards all of which were exercisable. The aggregated grant date fair value was $119,563, which was recognized over the vesting period. All outstanding option awards were fully vested as of December 31, 2023. No other directors had outstanding options at year end. |
Director Compensation Table
| (4) Mr. Maisel was no longer a director as of April 20, 2023. |
Director Compensation Table
| (5) Mr. Patel and Ms. Udaybabu have elected to forego compensation for their services as directors. |
Director Compensation Table
| (6) Mr. Colquhoun began employment with Gaia during 2023. |
Elements of Our Compensation Program
| • | Annual Incentive Bonus. Annual incentive bonuses are awarded at the discretion of our compensation committee and generally granted based on a percentage of each executive officer’s base salary. Our executive officers’ annual incentive bonus potentials are expected to range from approximately 0% to 100% of each executive officer’s base salary, depending upon his or her position. After the end of the year, our compensation committee reviews our overall financial performance and each executive officer’s individual performance in determining whether such executive officer should be awarded a bonus. |
Elements of Our Compensation Program
| • | Long-Term Incentive Compensation. Long-term, performance-based compensation of executive officers and other employees takes the form of stock option awards and restricted stock units granted pursuant to the Gaia, Inc. 2019 Long-Term Incentive Plan. |
Elements of Our Compensation Program
We have selected these elements because each is considered useful and/or necessary to meet one or more of the principal objectives of our compensation policy. For instance, base salary and bonus target percentages are set with the goal of attracting employees and adequately compensating and rewarding them on a day-to-day basis for the services they perform and for achieving short-term business objectives, while our equity programs are geared toward providing an incentive and reward for the achievement of long-term business objectives and retaining key talent. We believe that these elements of compensation, when combined, are effective, and will continue to be effective, in achieving the objectives of our compensation program. Our compensation committee believes in the importance of equity ownership for all executive officers and a broader-based segment of our work force, for purposes of economic incentive, key employee retention and alignment of employees’ interests with those of shareholders. Our compensation committee believes that the Gaia, Inc. 2019 Long-Term Incentive Plan provides valuable flexibility to achieve a balance between providing equity-based compensation for employees and creating and maintaining long-term shareholder value. Restricted stock unit awards are typically made when a new executive officer is hired, and in determining the size of restricted stock unit awards, our compensation committee bases its determinations on such subjective considerations as the individual’s position within management, experience, the market value of the executive’s skill set, and historical grant amounts to similarly positioned executives of our company. Since 2017, we have not granted stock options as we shifted to restricted stock unit awards. Our historical policy was that the exercise price of a stock option grant shall be equal to or greater than the closing price of the Class A common stock on the date of grant and, accordingly, will have value only if the market price of the Class A common stock increases after that date. The stock options granted pursuant to the Gaia, Inc. 2019 Long-Term Incentive Plan generally vest at 2% per month during the 11th through 60th month after the date of grant with respect to the first option grant awarded to an individual, and generally vest at 2% per month beginning in the first full month after the date of grant with respect to subsequent option grants. The restricted stock units granted pursuant to the Gaia, Inc. 2019 Long-Term Incentive Plan, as well as those previously granted pursuant to the Gaia, Inc. 2009 Long-Term Incentive Plan, generally vest on a specific date approximately five years from the date of grant. Our compensation committee reviews our compensation program on an annual basis. In setting compensation levels for a particular executive, our compensation committee takes into consideration the proposed compensation package as a whole and each element individually, but does not apply any specific formula in doing so. While the importance of one compensation element to another may vary among executive officers, our compensation committee attempts to correlate the overall compensation package to each executive officer’s past and expected future contributions to our business. We currently do not have any employment agreements with our executive officers or other agreements to make payments to our executive officers upon their termination or a change-in-control.
Risk Assessments
Risk Assessments With respect to risk related to compensation matters, our compensation committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. Our executive officers’ base salaries are fixed in amount and thus do not encourage risk-taking. Bonuses generally are capped and are tied to overall business unit and corporate performance. A portion of compensation provided to the executive officers has in the past been in the form of stock options that are important to help further align executives’ interests with those of our shareholders. Our compensation committee believes that these awards do not encourage unnecessary or excessive risk-taking, as the value of the stock options fluctuate with our stock price and do not represent significant downward/upward risk and reward.
Summary Compensation Table for 2023
Summary Compensation Table for 2023 The following table includes information concerning compensation for each of the last two years for our named executive officers.
Summary Compensation Table for 2023
| Name and Principal Position | Year | Salary(2) | Bonus(2) | Stock Awards(3) | All Other Compensation ($)(4)(5) | Total ($) | | Jirka Rysavy(1) Executive Chairman and Director and Former Chief Executive Officer | 2023 | $521,215 | $104,813 | $— | $4,800 | $630,828 | | | 2022 | $524,064 | $349,550 | $— | $4,800 | $878,414 | | Kiersten Medvedich(6) President | 2023 | $377,500 | $67,000 | | $4,800 | $449,300 | | | 2022 | $322,885 | $200,100 | $— | $4,770 | $527,755 | | Paul Tarell(6) Former Chief Financial Officer | 2023 | $239,923 | $74,000 | $710 | $689,278 | $1,003,911 | | | 2022 | $358,166 | $223,445 | $— | $4,800 | $586,411 | | James Colquhoun(1) Chief Executive Officer | 2023 | $225,769 | | | $900 | $226,669 | | Ned Preston(6) Chief Financial Officer | 2023 | $180,289 | | | $900 | $181,189 |
Summary Compensation Table for 2023
| (1) As previously disclosed, on December 4, 2023, Mr. Rysavy recommended Mr. Colquhoun as Chief Executive Officer. Mr. Rysavy does not receive any compensation for his service as a director. Further information about Mr. Rysavy’s compensation is provided below under the heading “Compensation of Mr. Rysavy.” |
Summary Compensation Table for 2023
| (2) The Salary and Bonus columns represent amounts when earned and, because of the timing of payments, do not represent amounts paid during each presented year. The annual salary for each named executive officer as of December 31, 2023 was $521,215 for Mr. Rysavy (see footnote 1), $239,923 for Mr. Tarell, $377,500 for Ms. Medvedich, $180,289 for Mr. Preston and $225,769 for Mr. Colquhoun. Bonuses are generally given at the discretion of our compensation committee and are typically paid between April and July of the year following the year earned. |
Summary Compensation Table for 2023
| (3) Amounts in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted during 2021 and have been computed in accordance with FASB ASC Topic 718. We use the intrinsic value method to calculate the fair value of these awards. |
Summary Compensation Table for 2023
| (4) All Other Compensation for each of Mr. Rysavy and Mr. Tarell includes a $1,800 cell phone allowance in 2023 and 2022 and $3,000 of 401(k) company matching contributions in 2023 and 2022. All Other Compensation for Ms. Medvedich includes a $1,800 cell phone allowance in 2023, a $1,770 cell phone allowance in 2022 and $3,000 of 401(k) company matching contributions in 2023 and 2022. All Other Compensation for each of Mr. Preston and Mr. Colquhoun includes a $900 cell phone allowance in 2023. |
Summary Compensation Table for 2023
| (5) All Other Compensation for Mr. Tarell also includes a $685,153 payment of nonqualitied deferred compensation in 2023. |
Summary Compensation Table for 2023
| (6) As previously disclosed, on June 22, 2023, Mr. Tarell was succeeded as Chief Financial Officer by Mr. Preston and Ms. Medvedich was appointed President. |
Outstanding Equity Awards at Fiscal 2023 Year-End Table
Outstanding Equity Awards at Fiscal 2023 Year-End Table The following table includes certain information as of December 31, 2023 with respect to unexercised options and unvested restricted stock units previously awarded to our executive officers named above in the Summary Compensation Table.
Outstanding Equity Awards at Fiscal 2023 Year-End Table
| | Option and Restricted Stock Unit Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price(1) | Option Expiration Date(1) | Number of Securities Underlying Unvested RSUs (#)(1) | Market Value of Unvested RSUs ($)(1)(2) | | Jirka Rysavy(4) | — | — | — | — | 53,784 | 145,217 | | | — | — | — | — | 76,543 | 206,666 | | James Colquhoun(3) | — | — | — | — | 162,001 | 437,403 | | Paul Tarell | — | — | — | — | 28,173 | 76,067 | | Kiersten Medvedich(5) | 10,000 | — | 7 | 11/1/2026 | — | — | | | — | — | — | — | 12,403 | 33,488 | | | — | — | — | — | 34,688 | 93,658 | | Ned Preston(6) | — | — | — | — | 152,439 | 411,585 |
Outstanding Equity Awards at Fiscal 2023 Year-End Table
| (1) This table reflects the status of option and restricted stock unit awards granted pursuant to the Gaia, Inc. 2009 Long-Term Incentive Plan and the Gaia, Inc. 2019 Long-Term Incentive Plan as of December 31, 2023. The options vest and become exercisable at 2% per month over the 50 months beginning either (i) in the 11th month after date of grant, or (ii) in the first full month after the date of grant. The exercise price of the options is equal to or greater than the closing stock price of our Class A common stock on the date of grant. |
Outstanding Equity Awards at Fiscal 2023 Year-End Table
| (2) Based on our closing share price on December 29, 2023 the last trading day of 2023. |
Outstanding Equity Awards at Fiscal 2023 Year-End Table
| (3) Mr. Colquhoun will vest 162,001 RSUs on April 1, 2028, provided that Mr. Colquhoun is still an employee or director of Gaia on that date. |
Outstanding Equity Awards at Fiscal 2023 Year-End Table
| (4) Mr. Rysavy will vest 76,543 RSUs on March 31, 2026, in each case, provided that Mr. Rysavy is still an employee or director of Gaia on that date. |
Outstanding Equity Awards at Fiscal 2023 Year-End Table
| (5) Ms. Medvedich will vest 12,403 RSUs on March 31, 2024 and 34,688 RSUs on March 31, 2026, in each case, provided that Ms. Medvedich is still an employee or director of Gaia on that date. |
Outstanding Equity Awards at Fiscal 2023 Year-End Table
| (6) Mr. Preston will vest 76,220 RSUs on April 1, 2026, and 76,220 on April 1, 2028, in each case, provided that Mr. Preston is still an employee of Gaia on that date. |
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of Gaia. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Pay versus Performance
| Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(2) | Compensation Actually Paid to First PEO(3) | Compensation Actually Paid to Second PEO(4) | Average Summary Compensation Table Total for Non-PEO NEO’s(5) | Average Compensation Actually Paid to Non-PEO NEO’s(6) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(7) | Net Income (Loss) (millions)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $630,828 | $226,669 | $672,533 | $1,109,936 | $408,600 | $1,659,288 | $103.24 | $(1,047) | | 2022 | $878,414 | $— | $756,069 | $— | $557,083 | $880,201 | $37.35 | $(3,095) | | 2021 | $1,052,928 | $— | $756,069 | $— | $802,552 | $880,201 | $86.74 | $3,731 |
Pay versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Rysavy (our Executive Chairman and former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” |
Pay versus Performance
| (2) The dollar amounts reported in column (c) are the amounts of total compensation reported for Mr. Colquhoun (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” |
Pay versus Performance
| (3) The dollar amounts reported in column (d) represent the amount of “compensation actually paid” to Mr. Rysavy, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rysavy during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rysavy’s total compensation for each year to determine the compensation actually paid. |
Pay versus Performance
| Year | Reported Summary Compensation Table Total for First PEO | Reported Value of Equity Awards(A) | Equity Award Adjustments(B) | Compensation Actually Paid to First PEO | | 2023 | $630,828 | $— | $41,705 | $672,533 | | 2022 | $878,414 | $— | $(1,158,158) | $(279,744) | | 2021 | $1,052,928 | $— | $(296,859) | $756,069 |
Pay versus Performance
| (A) The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay versus Performance
| (B) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay versus Performance
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award | | 2023 | $351,883 | $41,705 | $— | $— | $— | $— | $41,705 | | 2022 | $310,178 | $(806,725) | $— | $(351,433) | $— | $— | $(1,158,158) | | 2021 | $1,942,048 | $(296,859) | $— | $— | $— | $— | $(296,859) |
Pay versus Performance
| (4) The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Colquhoun, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or |
Pay versus Performance
paid to Mr. Colquhoun during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Colquhoun’s total compensation for each year to determine the compensation actually paid.—
Pay versus Performance
| Year | Reported Summary Compensation Table Total for Second PEO | Reported Value of Equity Awards(A) | Equity Award Adjustments(B) | Compensation Actually Paid to Second PEO | | 2023 | $226,669 | $— | $— | $226,669 |
Pay versus Performance
| (A) The reported fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay versus Performance
| (B) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay versus Performance
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award | | 2023 | $437,403 | $— | $— | $— | $— | $— | $— |
Pay versus Performance
| (5) The dollar amounts reported in column (f) represent the average of the amounts reported for our named executive officers (NEOs) as a group (excluding Mr. Rysavy and Mr.Colquhoun) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Rysavy and Mr. Colquhoun) included for purposes of calculating the average amounts in each applicable year were Ned Preston, Paul Tarell and Kiersten Medvedich for 2023 and Paul Tarell and Kiersten Medvedich for 2022 and 2021. |
Pay versus Performance
| (6) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to our NEOs as a group (excluding Mr. Rysavy and Mr. Colquhoun), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Rysavy and Mr. Colquhoun) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Rysavy and Mr. Colquhoun) for each year to determine the compensation actually paid, using the same methodology described above in Notes 3 and 4: |
Pay versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards(A) | Average Equity Award Adjustments(B) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,634,400 | $— | $24,888 | $1,659,288 | | 2022 | $1,114,166 | $— | $(650,615) | $463,551 | | 2021 | $1,052,928 | $— | $(172,727) | $880,201 |
Pay versus Performance
| (A) The average reported value of equity awards represents the average of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay versus Performance
| (B) The average equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the average amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the average fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay versus Performance
| Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $263,400 | $24,888 | $— | $— | $— | $— | $24,888 | | 2022 | $195,623 | $(522,865) | $— | $(127,750) | $— | $— | $(650,615) | | 2021 | $1,018,438 | $(172,727) | $— | $— | $— | $— | $(172,727) |
Pay versus Performance
| (7) Cumulative TSR is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. |
Pay versus Performance
| (8) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs that describe the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Income (Loss) As demonstrated by the following table, the amount of compensation actually paid to Mr. Rysavy and Mr. Colquhoun and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Rysavy and Mr. Colquhoun) is not aligned with the company’s net income (loss) over the three years presented in the table. The Company does not solely use net income (loss) as a performance measure in setting compensation levels. Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Rysavy and Mr. Colquhoun and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Rysavy and Mr. Colquhoun) is aligned with our cumulative TSR over the three years presented in the table.