James Colquhoun
About James Colquhoun
James Colquhoun, age 43, is Gaia’s Chief Executive Officer since December 4, 2023; he joined Gaia in June 2023 and served as a director from May 2020 through the May 8, 2025 annual meeting. He founded Food Matters in 2008, FMTV (acquired by Gaia in June 2019), and Food Matters Institute (acquired by Gaia in June 2023), building a global health and wellness media footprint in over 120 countries . Under the board’s pay philosophy, CEO incentives consider profitability, EPS, revenue growth and unit performance; stock price is explicitly not used to set annual pay . Gaia’s cumulative TSR rose to $118.12 by 2024, with net losses of $5.4 million that year .
Company performance (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $82.035M | $80.423M | $90.363M |
| EBITDA ($USD) | $7.405M* | $3.266M* | $2.647M* |
*Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Food Matters | Founder & CEO | 2008–Jun 2023 | Built global digital media and production presence across 120+ countries |
| FMTV (SVOD) | Founder & CEO | Pre–2019 to Jun 2019 | Created SVOD wellness platform; acquired by Gaia in Jun 2019 |
| Food Matters Institute | Founder & CEO | Pre–2023 to Jun 2023 | Developed education/training business; acquired by Gaia in Jun 2023 |
External Roles
No concurrent external public-company directorships or committee roles disclosed for Colquhoun .
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid | All Other Compensation | Notes |
|---|---|---|---|---|---|
| 2024 | $450,000 | Not disclosed (company-wide bonus potentials range 0–100% of salary) | $53,527 | $10,200 (incl. $9,900 director fees from 2023 service; $300 phone allowance) | CEO since Dec 4, 2023 |
| 2023 | $225,769 | Not disclosed | $0 | $52,050 (incl. director comp; $900 phone allowance) | Joined Gaia Jun 2023 |
Director compensation reference: $9,900 fee paid in 2024 for services rendered as a director in 2023 .
Perquisites: 401(k) matching program available company-wide; CEO received phone allowance ($300 in 2024; $900 in 2023) .
Performance Compensation
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Annual incentive bonus structure
- General framework: Bonus potentials expected to range ~0–100% of base salary, determined at committee discretion based on profitability, EPS, revenue growth, and business-unit performance; stock price is not a factor .
- 2024 actual payout: $53,527 cash bonus .
-
Equity awards (RSUs)
Award Type Grant Fair Value Unvested Units Vesting Dates Market Value of Unvested RSUs (12/31/24) Time-based RSUs $0 in 2024; $400,000 in 2023 162,001 81,001 on Mar 15, 2026; 81,000 on Mar 15, 2028 (continued service required) $727,384 (based on 12/31/24 close) -
Options: None outstanding for Colquhoun; company has largely shifted from options to RSUs since 2017 .
Clawback policy: Company maintains a policy for recoupment of certain performance-based compensation .
Equity Ownership & Alignment
| Ownership Component | Detail |
|---|---|
| Total Beneficial Ownership | 1,033,203 Class A shares held by trusts controlled by Colquhoun (5.25% of Class A; 4.12% assuming Class B conversion) |
| Vested vs. Unvested | Unvested RSUs: 162,001 (81,001 vesting 3/15/2026; 81,000 vesting 3/15/2028); no options |
| Pledging/Hedging | Company policy prohibits hedging, derivatives, and pledging by directors/executive officers; no pledging disclosed for Colquhoun in beneficial ownership footnotes |
| Ownership Guidelines | Not disclosed |
| In-the-money Options | None (no options outstanding) |
Potential insider selling pressure: RSU tranches vest on Mar 15, 2026 and Mar 15, 2028; policy prohibits hedging/pledging, and trading remains subject to insider windows and 10b5-1 plans where applicable .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | June 2023; CEO since Dec 4, 2023 |
| Contract term | No employment agreements disclosed for executive officers |
| Severance | No severance agreements disclosed |
| Change-of-control | No change-in-control agreements disclosed |
| Non-compete | Upon receipt of RSU/option awards, 2-year non-compete commencing upon departure |
| Clawback | Compensation clawback policy maintained |
| Hedging/Pledging | Prohibited under insider trading policy |
Compensation Structure Analysis
- Mix shift and risk: Company moved from options to RSUs since 2017, lowering risk of awards expiring worthless; RSUs vest on longer schedules (~5 years) to reinforce retention .
- Discretion and metrics: Bonuses are discretionary and tied to operational metrics (profitability, EPS, revenue growth, business-unit performance), not stock price .
- Governance context: Controlled company status via Class B shares (10 votes/share) held by Chairman Rysavy influences shareholder voting outcomes; compensation committee is independent and oversees executive pay .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR ($100 initial) | $37.35 | $103.24 | $118.12 |
| Net Income (Loss) ($000s) | $(3,595) | $(5,595) | $(5,398) |
- Management highlights: Gaia reports that compensation “actually paid” aligns with cumulative TSR trends; net losses persisted over 2022–2024, which are not sole determinants in pay decisions .
- Revenue expanded to $90.363M in FY 2024 from $80.423M in FY 2023; EBITDA was $2.647M in FY 2024* .
*Values retrieved from S&P Global
Board Governance (historical, while serving as director)
- Independence status: Colquhoun and Rysavy were non-independent; other directors were independent; audit and compensation committees comprised independent directors .
- Meeting attendance: Majority of directors attended at least 75% of board and committee meetings in 2024 .
- Director fees: Colquhoun received $9,900 director fees in 2024 related to 2023 service; otherwise director compensation primarily via RSUs and meeting fees for non-employee directors .
Related Party & Red Flags
- Hedging/pledging prohibited for insiders; no pledging disclosed for Colquhoun .
- No employment, severance, or change-in-control agreements for executives, reducing golden parachute risk .
- Plan permits repricing or modifying awards at committee discretion, a governance sensitivity to monitor in future amendments .
- Delinquent Section 16: one late Form 4 in 2024 was disclosed for another director; none noted for Colquhoun .
Compensation Peer Group & Say-on-Pay
- Peer group: Not disclosed; no independent compensation consultant engaged in 2024 .
- Say-on-Pay: 2023 advisory vote approved; next advisory vote scheduled for 2026 .
Expertise & Qualifications
- Entrepreneur and media operator with extensive digital SVOD and content experience via Food Matters/FMTV/FMI; scaled to 120+ countries .
Investment Implications
- Alignment: 5.25% beneficial Class A ownership via trusts plus long-dated RSUs suggests strong skin-in-the-game; hedging/pledging bans reduce misalignment risk .
- Retention and supply dynamics: Time-based RSUs vest in 2026 and 2028, creating potential supply events; absence of severance/change-in-control packages implies lower shareholder-unfriendly payouts but may modestly elevate retention risk if external opportunities arise .
- Pay-for-performance: Bonus discretion tied to operating metrics (profitability/EPS/revenue growth), not stock price, aligns incentives with fundamentals; monitor future disclosures for specific KPI targets and payout rigor .
- Governance overlay: Controlled company status centralizes voting power with the Chairman, potentially dampening external pressure on compensation design; independent compensation committee and clawback policy partially mitigate governance concerns .