Independent
Tenure on this board
12.7 yrs
Also a director at
Beachbody Company Inc (BODI)
6 nominees · 2 ballot items.
Elect six directors and approve, on an advisory basis, the compensation of the company’s named executive officers.
Elect six directors—Kristin Frank, Keyur Patel, Jirka Rysavy, Paul Sutherland, Anaal Udaybabu, and Kimberly Arem—to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified.
Non-binding, advisory ("say-on-pay") vote to approve the compensation of Gaia’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the company’s disclosed named executive officer (NEO) compensation for 2025. Management is seeking shareholder approval under Section 14A of the Exchange Act as a routine advisory matter and to obtain shareholder feedback on its pay practices. The compensation program, as described in the proxy, emphasizes a mix of fixed pay, annual incentive bonuses and long-term equity awards (RSUs and performance stock units) designed to align pay with financial and operational performance and to promote long-term shareholder value. The compensation committee, composed of independent directors, oversees executive pay but receives recommendations from the Chairman; the committee also engages independent consultants periodically. The board’s rationale for recommending a FOR vote is that a substantial portion of executive pay is performance-based and tied to metrics the board believes drive long-term success, and that the program supports retention and alignment of executive interests with shareholders. The proposal is explicitly non-binding; however, the board and compensation committee state they will review voting results and consider them in future compensation decisions. Relevant company-specific context includes Gaia’s status as a smaller reporting company, the recent leadership changes (new CEO in 2025), and disclosures in the Pay Versus Performance section showing some alignment of pay with cumulative TSR but imperfect alignment with net income, which may inform investors’ evaluation of effectiveness. Given the controlled-company governance structure (the founder-chairman holds the majority voting power), shareholders should consider both the substance of the pay program and the governance context when evaluating the merits of the advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AWM Investment Company, Inc.Activist | 4.95% | 1,252,090 | $3M |
| 2 | AMERIPRISE FINANCIAL INC | 3.67% | 928,126 | $3M |
| 3 | Nantahala Capital Management, LLC | 3.61% | 914,618 | $3M |
| 4 | S SQUARED TECHNOLOGY, LLC | 2.86% | 723,305 | $2M |
| 5 | Peapod Lane Capital LLC | 2.49% | 630,795 | $2M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.47% | 624,010 | $2M |
| 7 | BlackRock, Inc. | 2.09% | 529,665 | $1M |
| 8 | BlackRock, Inc. | 1.69% | 427,450 | $1M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.58% | 399,919 | $1M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.49% | 376,379 | $1M |
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