DEF 14A of Gaia, Inc
Filed Apr 8, 2025 · FY20240001140361-25-012640
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees for Election as Directors
Nominees for Election as Directors Our board of directors proposes that Kristin Frank, Keyur Patel, Jirka Rysavy, Paul Sutherland, Anaal Udaybabu, and Robert Grant 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
| • | 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. Except for Mr. Grant, all of the director nominees currently serve as directors. Each director serves for a one-year term. Kristin Frank—age 59—Director since October 2013. She has served as Chief Executive Officer of the software company AdPredictive since March 2020 and President since September 2018. Before joining AdPredictive, Ms. Frank spent 23 years at Paramount Global, formerly known as Viacom Inc., where she served from 2015 to 2017 as Chief Operating Officer of the $1B+ division for MTV. From 2013 to 2015, Ms. Frank served as Executive Vice President and Head of Digital for Viacom's Music and Entertainment Connected Content Division. From 2009 to 2012, Ms. Frank served as General Manager for MTV and VH1 Digital. Ms. Frank currently serves on the boards of Beachbody, Inc. and the privately held company board of AdPredictive. Keyur Patel—age 59—Director since May 2017. He has served as the Chairman and Chief Executive Officer at 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 at KPMG Internet business, and Managing Partner and Managing Director of the Price Waterhouse Technology Consulting Practice. Jirka Rysavy—age 70—Founder and Chairman. He has been Chairman since our inception and has served as our Chief Executive Officer, other than during the period from March 2009 to July 2016 and since December 2023. Mr. Rysavy is the beneficial owner of approximately 23% of our outstanding shares. In 1986, Mr. Rysavy founded Corporate Express, Inc., which, under his leadership as Chairman and CEO, grew to become a Fortune 500 company. Mr. Rysavy also founded and served as Chairman and CEO 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/Amazon. Mr. Rysavy was also Chairman of Real Goods Solar, Inc., an entity Gaia founded in 1999 and brought public in 2009 and resigned from the board in 2013 after Gaia sold its investment. Paul Sutherland—age 70—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. Anaal Udaybabu—age 54—Director since May 2021. She is the founder of Culture Unplugged, a global platform of documentaries for cultural transformation, which served over 50 million people globally. She founded and recently launched Fasting Culture with a vision to integrate consciousness within through at-home diagnostics and Integral Fasting — the experience she has been exploring at the Center for Healing & Transformation, which she founded in India. Robert Grant—age 55—Director nominee. He is a founder, Chairman and CEO of Crown Sterling Limited, a personal data sovereignty company and founder and CEO of CEYEBER Corp, founder and Vice Chairman of ALPHAEON Corporation (a subsidiary of Strathspey Crown Holdings LLC which assets include Evolus Inc (NASDAQ: EOLS); AEON Biopharma Inc., and ALPHAEON Credit. He is the Chairman of Crown Holdings LLC (formerly Strathspey Crown) a growth equity holding company. Previously he was CEO and President of Bausch and Lomb Surgical in 2010 and President of Allergan Medical from 2006 to 2010.
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 $52,250, 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; plus audit committee members received an additional $20,000 for 2024 services. 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 $11,000 that also vests on the date of the annual shareholder meeting the following year.
Director Compensation Table
Director Compensation Table The following table provides compensation information for the one-year period ended December 31, 2024 for each member of our board of directors other than Mr. Rysavy:
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Total ($) | | James Colquhoun(4) | 9,900 | — | — | 9,900 | | Kristin Frank | 31,900 | 63,250 | — | 95,150 | | Paul Sutherland | 31,900 | 74,250 | — | 106,150 | | 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 2024. |
Director Compensation Table
| (2) Amounts in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted during 2024 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, 2024, Ms. Frank had 14,474 outstanding unvested RSUs. At December 31, 2024, Mr. Sutherland had 16,991 unvested outstanding RSUs. All of these RSUs will vest on May 8, 2025. |
Director Compensation Table
| (3) At December 31, 2024, 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, 2024, 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, 2024. No other directors had outstanding options at year end. |
Director Compensation Table
| (4) Mr. Colquhoun began employment with Gaia during June 2023, these fees represent payment received during 2024 for services provided as a director in 2023. |
Director Compensation Table
| (5) Mr. Patel and Ms. Udaybabu have elected to forego compensation for their services as directors. |
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 2024
Summary Compensation Table for 2024 The following table includes information concerning compensation for each of the last two years for our named executive officers.
Summary Compensation Table for 2024
| Name and Principal Position | Year | Salary(2) | Bonus(2) | Stock Awards(3) | All Other Compensation ($)(4)(5) | Total ($) | | Jirka Rysavy(1) Chairman and Director and Former Chief Executive Officer | 2024 | $450,000 | $129,646 | $— | $4,800 | $584,447 | | | 2023 | $521,215 | $104,813 | $524,064 | $4,800 | $1,154,892 | | James Colquhoun(1) Chief Executive Officer | 2024 | $450,000 | $53,527 | $— | $10,200 | $513,728 | | | 2023 | $225,769 | $— | $400,000 | $52,050 | $677,819 | | Kiersten Medvedich(5) President | 2024 | $416,615 | $95,236 | $— | $3,300 | $515,152 | | | 2023 | $377,500 | $67,000 | $— | $4,800 | $449,300 | | Ned Preston(5) Chief Financial Officer | 2024 | $385,385 | $49,315 | $— | $300 | $435,000 | | | 2023 | $180,289 | $— | $375,000 | $900 | $556,189 |
Summary Compensation Table for 2024
| (1) As previously disclosed, Mr. Colquhoun became our Chief Executive Officer on December 4, 2023. 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 2024
| (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, 2024 was $450,000 for Mr. Colquhoun, $450,000 for Mr. Rysavy (see footnote 1), $416,615 for Ms. Medvedich and $385,385 for Mr. Preston. 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 2024
| (3) Amounts in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted during the applicable year 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. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 in Note 12 to the Consolidated Financial Statements for 2024. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024. |
Summary Compensation Table for 2024
| (4) All Other Compensation for Mr. Colquhoun includes $9,900 in director compensation for the time before becoming CEO and $300 cell phone allowance in 2024 and $51,150 in director compensation and $900 cell phone allowance in 2023. The amounts shown for 2023 have been corrected to include the director compensation that was inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024. All Other Compensation for Mr. Rysavy includes a $1,800 cell phone allowance in 2024 and 2023 and $3,000 of 401(k) company matching contributions in a portion of 2024 and 2023. All Other Compensation for Ms. Medvedich includes a $300 cell phone allowance in 2024, a $1,800 cell phone allowance in 2023 and $3,000 of 401(k) company matching contributions in 2024 and 2023. All Other Compensation for Mr. Preston includes a $300 cell phone allowance in 2024 and a $900 cell phone allowance in 2023. |
Summary Compensation Table for 2024
| (5) As previously disclosed, on June 22, 2023, Mr. Preston was appointed as Chief Financial Officer and Ms. Medvedich was appointed President. |
Outstanding Equity Awards at Fiscal 2024 Year-End Table
Outstanding Equity Awards at Fiscal 2024 Year-End Table The following table includes certain information as of December 31, 2024 with respect to unexercised options and unvested restricted stock units previously awarded to our executive officers named above in the Summary Compensation Table.
Outstanding Equity Awards at Fiscal 2024 Year-End Table
| | Option and Restricted Stock Unit Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(1) | Option Expiration Date(1) | Number of Securities Underlying Unvested RSUs (#)(1) | Market Value of Unvested RSUs ($)(1)(2) | | Jirka Rysavy (4) | — | — | — | — | 76,543 | 343,678 | | | — | — | — | — | 165,843 | 744,635 | | James Colquhoun (3) | — | — | — | — | 162,001 | 727,384 | | Kiersten Medvedich (5) | 10,000 | — | 7.4 | 11/1/2026 | — | — | | | — | — | — | — | 34,688 | 155,749 | | | — | — | — | — | 106,012 | 475,994 | | Ned Preston (6) | — | — | — | — | 152,439 | 684,451 |
Outstanding Equity Awards at Fiscal 2024 Year-End Table
| (1) This table reflects the status of option and restricted stock unit awards outstanding under the Gaia, Inc. 2009 Long-Term Incentive Plan and the Gaia, Inc. 2019 Long-Term Incentive Plan as of December 31, 2024. The options vested and became 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 2024 Year-End Table
| (2) Based on our closing share price on December 31, 2024 the last trading day of 2024. |
Outstanding Equity Awards at Fiscal 2024 Year-End Table
| (3) Mr. Colquhoun will vest 81,001 RSUs on March 15, 2026, and 81,000 on March 15, 2028 provided that Mr. Colquhoun is still an employee or director of Gaia on that date. |
Outstanding Equity Awards at Fiscal 2024 Year-End Table
| (4) Mr. Rysavy will vest 76,543 RSUs on March 31, 2026, and 165,843 on March 15, 2028, in each case, provided that Mr. Rysavy is still an employee or director of Gaia on that date. |
Outstanding Equity Awards at Fiscal 2024 Year-End Table
| (5) Ms. Medvedich will vest 34,688 RSUs on March 31, 2026, and 106,012 on March 15, 2028, in each case, provided that Ms. Medvedich is still an employee or director of Gaia on that date. |
Outstanding Equity Awards at Fiscal 2024 Year-End Table
| (6) Mr. Preston will vest 76,220 RSUs on March 15, 2026, and 76,219 on March 15, 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 Principal Executive Officer (“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 Named Executive Officers (“NEOs”)(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(7) | Net Income (Loss) (thousands)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $— | $513,728 | $— | $803,709 | $511,533 | $867,142 | $118.12 | $(5,398) | | 2023 | $1,154,892 | $677,819 | $1,120,309 | $715,222 | $669,800 | $695,628 | $103.24 | $(5,595) | | 2022 | $878,414 | $— | $(279,744) | $— | $557,083 | $(93,532) | $37.35 | $(3,595) |
Pay versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Rysavy (our 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, for 2023 and 2022, the years in which Mr. Rysavy served as our Chief Executive Officer. 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 PEO | Reported Value of Equity Awards(A) | Equity Award Adjustments(B) | Compensation Actually Paid to PEO | | 2023 | $1,154,892 | $524,064 | $489,481 | $1,120,309 | | 2022 | $878,414 | $— | $(1,158,158) | $(279,744) |
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. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024. |
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 shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. 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 Granted During the Year | 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 Adjustments | | 2023 | $447,776 | $41,705 | $— | $— | $— | $— | $489,481 | | 2022 | $— | $(806,725) | $— | $(351,433) | $— | $— | $(1,158,158) |
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 for 2024 and 2023, the years in which Mr. Colquhoun served as our Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or 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 | | 2024 | $513,728 | $— | $289,981 | $803,709 | | 2023 | $677,819 | $400,000 | $437,403 | $715,222 |
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. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024. |
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 shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. 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 Granted During the Year | 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 Adjustments | | 2024 | $— | $289,981 | $— | $— | $— | $— | $289,981 | | 2023 | $437,403 | $— | $— | $— | $— | $— | $437,403 |
Pay versus Performance
| (5) The dollar amounts reported in column (f) represent the average of the amounts reported for our non-PEO NEOs as a group (excluding Mr. Rysavy for 2023 and 2022, when he served as our PEO, and Mr. Colquhoun for 2024 and 2023 , when he served as our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year were Mr. Rysavy, Mr. Preston and Ms. Medvedich for 2024, Mr. Preston, Mr. Tarell and Ms. Medvedich for 2023 and Mr. Tarell and Ms. Medvedich for 2022. |
Pay versus Performance
| (6) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to our non-PEO NEOs as a group, 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 non-PEO NEOs as a group 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 non-PEO NEOs as a group 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 | | 2024 | $511,533 | $— | $355,609 | $867,142 | | 2023 | $669,800 | $205,793 | $231,620 | $695,628 | | 2022 | $557,083 | $— | $(650,615) | $(93,532) |
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. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024. |
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; |
Pay versus Performance
(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 shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. 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 Granted During the Year | 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 | | 2024 | $— | $308,367 | $— | $47,242 | $— | $— | $355,609 | | 2023 | $205,793 | $25,828 | $— | $— | $— | $— | $231,620 | | 2022 | $— | $(522,865) | $— | $(127,750) | $— | $— | $(650,615) |
Pay versus Performance
| (7) Cumulative TSR is calculated assuming an initial investment of $100 in our Class A common stock as of December 31, 2021 and calculating the value of such investment at the end of each year shown in the table, assuming the reinvestment of any dividends. |
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 during the years in which they served as PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group 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 during the years in which they served as PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group is aligned with our cumulative TSR over the three years presented in the table.