Ned Preston
About Ned Preston
Ned Preston, age 53, has served as Gaia’s Chief Financial Officer since June 26, 2023, following senior finance leadership roles at Tive (CFO), Motional (CFO), PTC (SVP Finance), and Akamai (VP Finance), with prior senior finance roles at Cisco, Charles Schwab, and Oracle . During his tenure, Gaia’s revenues grew 12.4% to $90.4M in 2024, with net loss improving to $(5.4)M, while cumulative TSR (fixed $100 initial investment) rose from $103.24 in 2023 to $118.12 in 2024 . Gaia’s compensation framework emphasizes cash salary, discretionary annual bonus, and RSUs, with no employment agreements or change‑in‑control payments for executives, and a clawback policy in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tive, Inc. | Chief Financial Officer | May 2022 – Oct 2022 | Led finance at supply-chain visibility firm; short tenure indicates transitional role . |
| Motional, Inc. | Chief Financial Officer | Apr 2020 – Apr 2022 | Built finance organization for autonomous driving JV; oversaw capital allocation in R&D-intensive context . |
| PTC Inc. | SVP Finance | Nov 2016 – Dec 2019 | Supported enterprise software transformation; finance leadership across segments . |
| Akamai Technologies | VP Finance | Oct 2012 – Oct 2016 | Drove finance for internet infrastructure leader; scale and margin discipline experience . |
| Cisco, Charles Schwab, Oracle | Senior Finance Roles | N/A | Broad Fortune 500 finance exposure; systems discipline and controls . |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
No current public company directorships or outside board roles disclosed for Preston .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | $180,289 | $385,385 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid | $0 | $49,315 |
| All Other Compensation | $900 (cell phone) | $300 (cell phone) |
| Total Compensation | $556,189 (incl. corrected 2023 RSU grant value) | $435,000 |
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout Form | Notes |
|---|---|---|---|---|---|
| Company and individual performance (discretionary) | Not disclosed | Not disclosed | 2023: $0; 2024: $49,315 | Cash | Committee sets annual goals; stock price not a factor . |
RSU Vesting Schedule (Preston)
| Vest Date | Shares | Condition | Type |
|---|---|---|---|
| Mar 15, 2026 | 76,220 | Continuous employment through vest date | Time‑vesting RSUs |
| Mar 15, 2028 | 76,219 | Continuous employment through vest date | Time‑vesting RSUs |
RSUs outstanding at 12/31/2024: 152,439 with market value $684,451 (based on year‑end share price) .
Equity Ownership & Alignment
- Unvested RSUs: 152,439; market value $684,451 at 12/31/2024 .
- Stock options: None outstanding for Preston .
- Hedging and pledging: Prohibited for directors and executive officers under Gaia’s insider trading policy .
- Ownership guidelines: Not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Start date | CFO since June 26, 2023 |
| Employment agreements | None for executive officers |
| Severance | No agreements to make payments upon termination |
| Change‑of‑control | No CIC payments; plan permits committee discretion on awards; repricing permitted under plan amendments |
| Non‑compete | Two‑year non‑compete tied to receipt of RSU/option awards (commencing upon departure) |
| Clawback | Compensation recovery policy; after restatement of 2022 and interim 2023, committee determined no recovery was required (no performance‑based comp tied to filed financials) |
Company Performance Context during Preston’s Tenure
| Metric | 2023 | 2024 |
|---|---|---|
| Revenues, net ($000s) | $80,423 | $90,363 |
| Net loss ($000s) | $(5,595) | $(5,398) |
| Cumulative TSR (fixed $100 investment) | $103.24 | $118.12 |
Additional governance notes:
- Say‑on‑pay: Approved at 2023 meeting; next SOP scheduled for 2026 .
- SEC settlement accrual: $560K accrued in 2023 under “Accrued and other liabilities”; $0 in 2024 .
- Equity plan: 2019 LTIP share reserve increased by 700,000 (to 2,500,000 total) at May 8, 2025 meeting .
Investment Implications
- Pay‑for‑performance alignment: Cash bonus is discretionary; absence of disclosed hard metrics lowers transparency, but large unvested RSU tranches vesting in 2026/2028 create retention hooks and equity alignment .
- Retention risk: The two‑year non‑compete and significant remaining RSU value ($684K at year‑end 2024) reduce near‑term flight risk; lack of contractual severance/CIC protections suggests limited “golden parachute” incentives .
- Trading signals: Hedging/pledging prohibitions reduce forced‑sale/financing risk; Section 16 compliance noted, but no Form 4 detail here—monitor upcoming filings for any pattern of net share dispositions around RSU vest dates .
- Dilution and future grants: Expanded LTIP share pool (to 2.5M) indicates ongoing use of equity; investors should watch grant sizes and vest terms for Preston in 2025–2026 to assess evolving equity mix and dilution .
- Execution context: Revenue grew 12.4% YoY in 2024 with gross margin 86.1%; TSR improved in 2024; continued net losses underscore need for disciplined marketing spend and operational leverage under Preston’s finance oversight .