Paul Sutherland
About Paul Sutherland
Independent director (since June 2012), age 70. Career investor and financial adviser since 1975; founder and former President of Financial & Investment Management Group, Ltd. (founded 1984; acquired by Mercer Advisors in Dec 2018). He is Chair and founding board member of the Utopia Foundation and Squaring the Education Pyramid Institute, and an author (e.g., Zenvesting). GAIA’s board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial & Investment Management Group, Ltd. (registered investment adviser) | Founder; President | Founded 1984; President until acquisition by Mercer Advisors in Dec 2018 | Managed discretionary portfolios for individuals, trusts, foundations, retirement plans |
| Utopia Foundation | Chairman; Founding board member | Not disclosed | Philanthropic leadership |
| Squaring the Education Pyramid Institute | Founding board member | Not disclosed | Non‑profit governance |
| Yen Yoga & Fitness LLC | Owner | Not disclosed | Largest yoga/spin/fitness studio in Northern Michigan |
| Author (e.g., Zenvesting) | Author | Not disclosed | Books on investing/wealth (e.g., Zenvesting) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company directorships | None disclosed in GAIA proxy biography for Mr. Sutherland | — | — |
Board Governance
- Independence and roles: GAIA’s board determined Mr. Sutherland is independent under NASDAQ rules; he chairs the Audit Committee and serves on the Compensation Committee. He is designated an “audit committee financial expert.”
- Committee activity (2024): Audit Committee held 5 telephonic and 1 in‑person meeting; Compensation Committee held 1 in‑person meeting. After the 2025 annual meeting, Sutherland remains Audit Chair; Patel resigns; Grant joins Audit.
- Board activity (2024): Board held 2 telephonic and 2 in‑person meetings. The majority of directors attended at least 75% of their board/committee meetings.
- Audit Committee Report (2024 audit): Audit Committee (Sutherland, Chair; Patel; Frank) reviewed 2024 financials, discussed with auditor (Frank, Rimerman + Co. LLP), received independence communications, and recommended inclusion of audited financials in the 2024 Form 10‑K.
Fixed Compensation
- Policy mechanics: Non‑employee directors receive per‑meeting cash fees (in‑person $5,500; telephonic $2,200, in effect since April 2022). For 2024 services, audit committee members received an additional $20,000.
- 2023 vs. 2024 director pay (Mr. Sutherland):
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | $14,300 | $31,900 |
| Stock awards ($) | $74,250 | $74,250 |
| Option awards ($) | — | — |
| Total ($) | $88,550 | $106,150 |
| Unvested RSUs at year‑end (#) | 23,276 (vest 4/20/2024) | 16,991 (vest 5/8/2025) |
Notes: At 12/31/2024, he had 48,936 outstanding option awards, all exercisable (fully vested).
Performance Compensation
- Structure for directors: GAIA uses time‑vested RSUs for non‑employee directors; no performance conditions are disclosed for director equity awards.
- Director equity policy (year‑over‑year):
| Policy Item | 2023 | 2024 | Vesting |
|---|---|---|---|
| Base annual RSU for non‑employee directors | $41,250 | $52,250 | Vests at next annual shareholder meeting (1‑year service) |
| Additional RSU – Audit Chair | $22,000 | $22,000 | Same 1‑year vest |
| Additional RSU – Compensation Chair | $11,000 | $11,000 | Same 1‑year vest |
| Additional RSU – Service on >1 committee (non‑employee) | $11,000 | $11,000 | Same 1‑year vest |
| Meeting fees (per meeting) | In‑person $5,500; Telephonic $2,200 | In‑person $5,500; Telephonic $2,200 | Cash upon service |
- Clawback: GAIA maintains a policy for recoupment of certain performance‑based compensation (executive context; no separate director‑specific performance plan disclosed).
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member has been an officer/employee of GAIA; no interlocking relationships requiring disclosure.
- Public board interlocks for Sutherland: None disclosed in GAIA proxy.
Expertise & Qualifications
- Audit Committee financial expert; deep financial markets, financing, accounting and reporting knowledge cited as valuable to board oversight.
- Brings investment management leadership (RIA founder/president), and familiarity with GAIA’s “conscious media” end‑market.
Equity Ownership
| Ownership Metric (as of Mar 20, 2025) | Value |
|---|---|
| Total beneficial ownership (Class A) | 303,113 shares |
| % of Class A | 1.54% |
| Components | 240,291 common shares; 48,936 options exercisable; 16,991 RSUs scheduled to vest May 8, 2025 |
| Hedging/Pledging | Company policy prohibits short sales, derivatives/hedging, and pledging by directors and executives |
Insider Trades (process/compliance signals)
| Date | Filing | Transaction | Note |
|---|---|---|---|
| Dec 10, 2024 | Form 4 | Disposition | Filed one day late (company disclosure) |
| Aug 16, 2023 | Form 4 | Acquisition | Filed one day late (company disclosure) |
| Aug 17, 2023 | Form 4 | Acquisition | Filed one day late (company disclosure) |
| Sep 18, 2023 | Form 4 | Acquisition | Filed one day late (company disclosure) |
Related‑Party & Conflicts Review
- Sutherland‑related transactions: None disclosed in the proxy’s “Certain Relationships and Related Transactions” section.
- Governance note: GAIA’s related‑party transaction policy is not in writing; transactions are gathered via annual questionnaires and reviewed by disinterested management/board if material—this is less robust than a formal written policy.
Governance Assessment
-
Positives (confidence signals)
- Independent director with capital markets expertise; designated audit committee financial expert; chairs a relatively active Audit Committee (6 meetings in 2024).
- Clear equity alignment: 303,113 beneficial shares including vested options and RSUs vesting in 2025; company prohibits hedging/pledging.
- Director pay mix is equity‑heavy (annual RSUs plus chair/committee RSUs), aligning interests; year‑over‑year base director RSU value increased to $52,250 in 2024 from $41,250 in 2023.
-
Watch items / RED FLAGS
- Repeated minor Section 16(a) timeliness exceptions (several one‑day‑late Form 4s in 2023 and one in 2024) indicate modest compliance process lapses (not material, but a governance yellow flag).
- Related‑party policy not in writing; while transactions are reviewed by disinterested parties, lack of a formal written policy is below best‑practice for conflict management.
-
Neutral/Context
- Attendance disclosure is aggregate (“majority ≥75%”); individual attendance not provided. Audit and Compensation committees met 6 and 1 times, respectively, in 2024, suggesting focused committee workload; individual attendance for Sutherland not separately disclosed.
- Compensation Committee states no interlocks; director equity awards are time‑based (no disclosed performance metrics for directors).