Jirka Rysavy
About Jirka Rysavy
Founder and Chairman of Gaia, Inc.; age 70. He has been Chairman since inception and served as Chief Executive Officer except during March 2009–July 2016 and since December 2023 (not CEO currently). He controls all 5,400,000 Class B shares (10 votes/share) plus 291,682 Class A shares; his holdings are sufficient to constitute a quorum and to elect all directors, making Gaia a “controlled company” under Nasdaq rules. Gaia’s disclosed pay practices emphasize base salary, a discretionary annual cash bonus informed by metrics such as EPS, profitability, revenue growth and business-unit performance (stock price is not a factor), and long‑term RSUs; the company maintains a clawback policy.
Company performance context:
- Total shareholder return (TSR) cumulative value of a $100 investment: $37.35 (2022), $103.24 (2023), $118.12 (2024).
- Selected financials (FY, USD) shown below.
Company financials (FY, USD)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($) | 82,035,000* | 80,423,000* | 90,363,000* |
| EBITDA ($) | 7,405,000* | 3,266,000* | 2,647,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years / Notable Dates | Strategic impact |
|---|---|---|---|
| Corporate Express, Inc. | Founder; Chairman & CEO | Founded 1986 | Scaled to Fortune 500 under his leadership. |
| Crystal Market (became Wild Oats concept) | Founder | Sold in 1987 | Concept became the first Wild Oats Market (now part of Whole Foods/Amazon). |
| Real Goods Solar, Inc. | Chairman | Gaia founded RGS in 1999; IPO in 2009; Rysavy resigned 2013 | Led a Gaia-founded renewables venture through public listing; exited board post Gaia divestiture. |
External Roles
- No current public company directorships for Mr. Rysavy are disclosed in the 2025 proxy.
Board Service & Governance
- Role: Founder and Chairman; presides over board and shareholder meetings; oversees business initiatives in a supervisory role.
- Independence: Board determined four of six current directors (Frank, Patel, Sutherland, Udaybabu) are independent; nominee Grant deemed independent.
- Committees (all‑independent membership):
- Audit: Sutherland (Chair), Frank, Patel; post‑2025 meeting, Patel to resign and Grant to join; Sutherland is the “audit committee financial expert.”
- Compensation: Frank (Chair), Patel, Sutherland.
- Nominations: As a controlled company (Rysavy >50% voting power), Gaia is exempt from Nasdaq’s independent nominations oversight and has no nominating committee; full board makes nominations.
- Lead Independent Director: None.
- Meetings/attendance: 2024 board met 4 times; majority of current directors attended ≥75% of board/committee meetings.
- Director compensation: Non‑employee directors receive an annual RSU grant valued at $52,250 (plus additional RSUs for chair/multi‑committee roles) and per‑meeting fees ($5,500 in‑person; $2,200 telephonic); Mr. Rysavy receives no director compensation.
Fixed Compensation (Rysavy)
| Year | Base salary ($) | Notes |
|---|---|---|
| 2024 | 450,000 | Salary reduced at Mr. Rysavy’s request from $521,215 in 2023. |
| 2023 | 521,215 | — |
Other cash/perquisites: $4,800 “All Other Compensation” in both 2024 and 2023 (comprised of cell phone allowance and partial 401(k) match).
Performance Compensation (Rysavy)
Annual cash bonus
| Year | Target bonus % | Actual bonus ($) | Determination / metrics |
|---|---|---|---|
| 2024 | Not disclosed (company‑wide potentials typically 0–100% of base depending on role) | 129,646 | Discretionary; committee considers EPS, profitability, revenue growth, and business‑unit financial/operational performance; stock price not a factor. |
| 2023 | Not disclosed | 104,813 | Discretionary; same framework as above. |
Equity awards, vesting, and overhang
- Shift from options to RSUs since 2017; RSUs generally vest on a single date approximately five years after grant.
- No equity grant to Rysavy in 2024; 2023 stock awards (RSUs) grant‑date fair value $524,064.
- Outstanding unvested RSUs and vesting schedule (Rysavy):
| Tranche | RSUs (#) | Vesting date | 12/31/2024 market value ($) |
|---|---|---|---|
| RSU Tranche 1 | 76,543 | March 31, 2026 | 343,678 |
| RSU Tranche 2 | 165,843 | March 15, 2028 | 744,635 |
Plan overhang/dilution context:
- Share pool increase up for approval in 2025: +700,000 additional shares (to 2,500,000 total), consistent with stated commitment not to exceed 10% of total outstanding.
- As of March 20, 2025: 19,672,638 Class A and 5,400,000 Class B shares outstanding; Class A price $4.18.
Equity Ownership & Alignment (Rysavy)
Beneficial ownership and voting control
| Item | Amount | Notes |
|---|---|---|
| Class A directly owned | 291,682 | — |
| Class B owned | 5,400,000 | 1,400,000 direct; 4,000,000 via Jirka Rysavy, LLLP (received as a gift for estate planning). |
| Beneficial ownership (Class A category) | 5,691,682 | Includes shares issuable upon Class B conversion. 22.70% of Class A. |
| Voting power | De facto control | Class B carries 10 votes/share; his holdings alone are sufficient for quorum and to elect all directors. |
Alignment safeguards and restrictions:
- Hedging/derivatives and pledging of Gaia securities by directors/executives are prohibited by policy.
- RSU vesting creates potential supply around 3/31/2026 (76,543 shares) and 3/15/2028 (165,843 shares); no options outstanding for Rysavy.
Employment Terms
| Term | Status / Details |
|---|---|
| Employment agreement | None; Gaia has no employment agreements with executive officers. |
| Severance / Change‑in‑Control | None; no agreements to pay upon termination or CoC. |
| Clawback | Company maintains a policy to recoup certain performance‑based compensation. |
| Non‑compete | Two‑year non‑compete applies to recipients of option/RSU awards (including directors/officers) commencing upon departure. |
| Hedging/Pledging | Prohibited for directors/executives. |
| Admin delegation | Compensation committee delegated authority to an administrative committee of the board comprised of Mr. Rysavy to grant long‑term incentives to employees at/below VP within set guidelines. |
Performance & Track Record
Pay versus performance indicators (company‑reported)
| Year | Cumulative TSR (value of $100) | Net Income (Loss) ($000s) |
|---|---|---|
| 2022 | 37.35 | (3,595) |
| 2023 | 103.24 | (5,595) |
| 2024 | 118.12 | (5,398) |
Observations:
- Compensation actually paid to PEOs generally tracked cumulative TSR over 2022–2024, per company’s disclosure.
- Company does not rely on stock price performance as a compensation metric; bonuses are discretionary and consider operational/financial metrics.
Compensation Committee Analysis
- Composition: All independent (Frank—Chair; Patel; Sutherland). No interlocks.
- Consultant: The committee did not engage an independent compensation consultant in 2024.
- Philosophy: Three‑part design (salary, annual bonus, equity), with bonus potential typically 0–100% of salary depending on role; metrics include EPS, profitability, revenue growth, and business‑unit goals; stock price is not a factor.
- Equity form shift: Since 2017, Gaia shifted from options to time‑vesting RSUs (generally single vest at ~5 years).
- Plan flexibility/repricing: The plan permits committee discretion to amend terms and reprice awards, which can be a governance red flag if used.
Related Party & Governance Considerations
- Controlled company: Rysavy’s voting control (>50% of voting power) exempts Gaia from certain Nasdaq governance requirements (e.g., independent nominations oversight); no lead independent director.
- Admin delegation: Rysavy, as the sole member of an administrative committee, may grant LTIs to below‑VP employees within committee guidelines—creates potential perception risk, mitigated by oversight boundaries.
- Section 16 compliance: No Rysavy reporting issues noted; one director (Sutherland) filed a Form 4 one day late in 2024.
Director Compensation (Board context)
| Element | Amount/Structure |
|---|---|
| Annual RSU (non‑employee director) | $52,250 grant; vests at next annual meeting (one‑year vest). |
| Meeting fees | $5,500 in‑person; $2,200 telephonic (per board/committee meeting). |
| Committee chair RSU | Audit Chair $22,000; Compensation Chair $11,000; additional $11,000 for service on >1 committee. |
| Rysavy | Receives no director compensation. |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay was approved at the 2023 annual meeting; next say‑on‑pay scheduled for 2026; next frequency vote in 2029.
Risk Indicators & Red Flags
- Governance: Controlled company status; absence of a lead independent director; no nominating committee (exempt).
- Compensation design: Heavy discretion in annual bonuses with limited prospective metric disclosure; plan allows award repricing.
- Equity dilution: 2025 proposal to add 700,000 shares to plan (still within stated ≤10% cap), implying incremental potential dilution.
- Mitigants: Robust prohibitions on hedging/pledging; clawback policy; all‑independent audit and compensation committees.
Investment Implications
- Alignment: Extremely high ownership and full control of Class B shares tightly aligns Rysavy with long‑term equity value; hedging/pledging bans and the absence of severance/CoC protections further support alignment and reduce “pay for failure” risk.
- Governance discount risk: Controlled company structure (no nominating committee; no lead independent) and plan latitude to reprice awards can warrant a governance discount from some investors.
- Near‑term supply considerations: Rysavy’s RSUs vest 76,543 on 3/31/2026 and 165,843 on 3/15/2028; while the policy bars hedging/pledging, vesting dates can create episodic insider selling windows.
- Incentive structure: Bonus is discretionary and not tied to stock price, while long‑dated, time‑vested RSUs (single‑date vests ~5 years) may signal retention emphasis over near‑term operating triggers; absence of employment/CoC agreements decreases cash outflows in transitions but, given voting control, turnover decisions remain concentrated.
Notes: All data are from Gaia’s 2025 DEF 14A unless otherwise indicated. Financials marked with an asterisk are values retrieved from S&P Global.*