Kristin Frank
About Kristin Frank
Kristin Frank, age 59, has served on Gaia’s board since October 2013. She is Chief Executive Officer of AdPredictive (since March 2020) and President (since September 2018), and previously spent 23 years at Paramount Global/Viacom, including COO of MTV’s $1B+ division (2015–2017), EVP/Head of Digital for the Music & Entertainment Connected Content Division (2013–2015), and GM for MTV & VH1 Digital (2009–2012) . She currently serves on the boards of Beachbody, Inc. and the privately held board of AdPredictive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdPredictive | Chief Executive Officer | Since Mar 2020 | Operating role in martech/software |
| AdPredictive | President | Since Sep 2018 | Operating role |
| Paramount Global (Viacom) – MTV | Chief Operating Officer, MTV division | 2015–2017 | Senior operating leadership |
| Paramount Global (Viacom) | EVP & Head of Digital, Music & Entertainment Connected Content | 2013–2015 | Digital strategy/operations |
| MTV & VH1 Digital | General Manager | 2009–2012 | Digital product/operations leadership |
External Roles
| Organization | Public/Private | Role | Committees/Notes |
|---|---|---|---|
| Beachbody, Inc. | Not specified in filing | Director | Not disclosed |
| AdPredictive | Private | Director (company board) | Also CEO/President |
Board Governance
- Independence: The board determined Ms. Frank is independent under NASDAQ listing standards .
- Board/Committee activity (2024):
- Board held 4 meetings (2 telephonic, 2 in-person) .
- Audit Committee held 6 meetings (5 telephonic, 1 in-person) .
- Compensation Committee held 1 in-person meeting .
- Attendance disclosure: The company reported “the majority” of directors attended at least 75% of board and committee meetings; individual director attendance was not disclosed .
- Compensation Committee interlocks: None; no member has been an officer/employee or has interlocking relationships subject to SEC disclosure .
| Committee | Role | 2024 Meetings Held | Independence | Notes/Changes After 2025 Meeting |
|---|---|---|---|---|
| Audit Committee | Member | 6 (5 telephonic, 1 in-person) | Independent | Post-2025: Sutherland remains Chair; Patel resigns; Grant joins |
| Compensation Committee | Chair | 1 (in-person) | Independent | No interlocks disclosed |
Fixed Compensation
Policy and 2024 outcomes for non-employee directors:
| Item | Amount/Terms | Source |
|---|---|---|
| Per-meeting fees | $5,500 in-person; $2,200 telephonic (since April 2022) | |
| Additional 2024 audit committee member cash | Audit committee members received an additional $20,000 for 2024 services | |
| Compensation Chair retainer (equity, see Performance section) | Chair receives additional RSUs valued at $11,000 | |
| Ms. Frank – Cash fees (2024) | $31,900 |
Performance Compensation
Equity compensation and outstanding awards for Ms. Frank (director, 2024):
| Award/Metrics | Detail | Vesting/Status | Source |
|---|---|---|---|
| Annual RSU grant (aggregate grant-date fair value) | $63,250 (2024) | Vests at next annual meeting (May 8, 2025 for 2024 grant) | |
| Unvested RSUs outstanding at 12/31/2024 | 14,474 units | Scheduled to vest May 8, 2025 | |
| Stock options outstanding at 12/31/2024 | 28,910 options, all exercisable | Fully vested; aggregate historical grant-date FV $101,552 (recognized over vesting period) | |
| Chair equity policy | Compensation Committee chair receives additional RSUs valued at $11,000 (policy) | Service-based vesting at next annual meeting | |
| Performance metrics tied to director equity | None disclosed for directors (service-based RSU vesting) | N/A |
Note: Director equity awards are service-based; no performance metrics (e.g., TSR/EBITDA) are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Relationship to Gaia | Ms. Frank’s Role | Interlock/Conflict Notes |
|---|---|---|---|
| Beachbody, Inc. | External company | Director | No Gaia-related interlock disclosed |
| AdPredictive | External (private) | Director; also CEO/President | No Gaia-related transaction disclosed |
Expertise & Qualifications
- Digital/media operating executive with 23 years at Paramount/Viacom, including COO of MTV division and senior digital leadership roles (GM MTV/VH1 Digital; EVP Head of Digital) .
- Current CEO/President of AdPredictive, bringing technology and data-driven marketing experience aligned with Gaia’s streaming/content model .
- The board emphasizes financial expertise and industry/technical expertise as important skill sets; her background aligns with these dimensions .
Equity Ownership
Beneficial ownership as of March 20, 2025 (Class A common):
| Component | Amount | Percent of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 105,442 shares | <1% (“*”) | Includes options exercisable and RSUs vesting within 60 days |
| Of which: Direct Class A shares | 62,058 | — | — |
| Of which: Options (exercisable) | 28,910 | — | — |
| Of which: RSUs vesting by May 8, 2025 | 14,474 | — | — |
Policy safeguards:
- Hedging and pledging of Gaia securities by directors are prohibited under the insider trading policy .
Governance Assessment
- Independence and roles: Independent director who chairs the Compensation Committee and serves on the Audit Committee—positions central to pay oversight and financial reporting integrity .
- Engagement: Audit Committee met 6 times and Compensation Committee met once in 2024; board met 4 times. Company disclosed only aggregate (not individual) attendance, stating a majority of directors met the 75% threshold .
- Alignment: Her 2024 compensation was equity-heavy (stock awards $63,250 vs. cash fees $31,900), and she held 105,442 beneficial shares including exercisable options and near-term vesting RSUs; hedging/pledging is prohibited—supportive of alignment with shareholders .
- Potential conflicts/related-party: No related-party transactions involving Ms. Frank were disclosed; the proxy enumerated related-party items unrelated to her (e.g., Crown Sterling’s $1M investment; Igniton/AWM transactions) .
- Compensation structure notes: Directors receive per-meeting fees and service-based RSUs, with additional RSUs for committee chairs; audit committee members received an extra $20,000 for 2024 services—a structure investors may monitor for incentives around meeting cadence and committee workload .
- Broader governance context: Founder/Chair/CEO Jirka Rysavy beneficially owns ~22.7% of Class A and 100% of Class B (convertible), indicating significant insider influence; independent directors’ oversight, including Ms. Frank’s committee roles, remains important in this ownership environment .
RED FLAGS: None specific to Ms. Frank disclosed (no related-party transactions, hedging/pledging prohibited, no Section 16 delinquency noted for her). Individual attendance percentages were not disclosed; only aggregate threshold provided .