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Pay vs Performance Disclosure - USD ($)
 1 Months Ended 11 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 03, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of Gaia. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total for
First Principal
Executive
Officer
(“PEO”)(1)
 
 
Summary
Compensation
Table Total
for Second
PEO(2)
 
 
Compensation
Actually Paid
to First PEO(3)
 
 
Compensation
Actually Paid
to Second PEO(4)
 
 
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
(“NEOs”)(5)
 
 
Average
Compensation
Actually Paid to
Non-PEO
NEOs(6)
 
 
Value of
Initial Fixed
$100
Investment
Based on
Total
Shareholder
Return(7)
 
 
Net
Income
(Loss)
(thousands)(8)
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
(h)
 
 
(i)
2024
 
 
$—
 
 
$513,728
 
 
$—
 
 
$803,709
 
 
$511,533
 
 
$867,142
 
 
$118.12
 
 
$(5,398)
2023
 
 
$1,154,892
 
 
$677,819
 
 
$1,120,309
 
 
$715,222
 
 
$669,800
 
 
$695,628
 
 
$103.24
 
 
$(5,595)
2022
 
 
$878,414
 
 
$—
 
 
$(279,744)
 
 
$—
 
 
$557,083
 
 
$(93,532)
 
 
$37.35
 
 
$(3,595)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Rysavy (our Chairman and former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”
(2)
The dollar amounts reported in column (c) are the amounts of total compensation reported for Mr. Colquhoun (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”
(3)
The dollar amounts reported in column (d) represent the amount of “compensation actually paid” to Mr. Rysavy, as computed in accordance with Item 402(v) of Regulation S-K, for 2023 and 2022, the years in which Mr. Rysavy served as our Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rysavy during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rysavy’s total compensation for each year to determine the compensation actually paid.
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported Summary
Compensation Table Total
for PEO
 
 
Reported Value of
Equity Awards(A)
 
 
Equity Award
Adjustments(B)
 
 
Compensation Actually Paid
to PEO
2023
 
 
$1,154,892
 
 
$524,064
 
 
$489,481
 
 
$1,120,309
2022
 
 
$878,414
 
 
$—
 
 
$(1,158,158)
 
 
$(279,744)
 
 
 
 
 
 
 
 
 
 
 
 
 
(A)
The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024.
(B)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
 
 
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
 
 
Value of Dividends
or other Earnings
Paid on Stock or
Option Awards not
Otherwise Reflected
in Fair Value or
Total Compensation
 
 
Total Equity
Award
Adjustments
2023
 
 
$447,776
 
 
$41,705
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$489,481
2022
 
 
$—
 
 
$(806,725)
 
 
$—
 
 
$(351,433)
 
 
$—
 
 
$—
 
 
$(1,158,158)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4)
The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Colquhoun, as computed in accordance with Item 402(v) of Regulation S-K for 2024 and 2023, the years in which Mr. Colquhoun served as our Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Colquhoun during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Colquhoun’s total compensation for each year to determine the compensation actually paid.—
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported Summary
Compensation Table Total
for Second PEO
 
 
Reported Value of
Equity Awards(A)
 
 
Equity Award
Adjustments(B)
 
 
Compensation Actually Paid
to Second PEO
2024
 
 
$513,728
 
 
$—
 
 
$289,981
 
 
$803,709
2023
 
 
$677,819
 
 
$400,000
 
 
$437,403
 
 
$715,222
 
 
 
 
 
 
 
 
 
 
 
 
 
(A)
The reported fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024.
(B)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value
of Equity
Awards
Granted
During the
Year
 
 
Year over
Year
Change in
Fair Value
of
Outstanding
and
Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
 
 
Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year
 
 
Value of Dividends or
other Earnings Paid
on Stock or Option
Awards not Otherwise
Reflected in Fair
Value or Total
Compensation
 
 
Total
Equity
Award
Adjustments
2024
 
 
$—
 
 
$289,981
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$289,981
2023
 
 
$437,403
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$437,403
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5)
The dollar amounts reported in column (f) represent the average of the amounts reported for our non-PEO NEOs as a group (excluding Mr. Rysavy for 2023 and 2022, when he served as our PEO, and Mr. Colquhoun for 2024 and 2023 , when he served as our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year were Mr. Rysavy, Mr. Preston and Ms. Medvedich for 2024, Mr. Preston, Mr. Tarell and Ms. Medvedich for 2023 and Mr. Tarell and Ms. Medvedich for 2022.
(6)
The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to our non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Notes 3 and 4:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Reported Summary
Compensation Table Total for
Non-PEO NEOs
 
 
Average Reported
Value of Equity
Awards(A)
 
 
Average Equity Award
Adjustments(B)
 
 
Average Compensation Actually
Paid to Non-PEO NEOs
2024
 
 
$511,533
 
 
$—
 
 
$355,609
 
 
$867,142
2023
 
 
$669,800
 
 
$205,793
 
 
$231,620
 
 
$695,628
2022
 
 
$557,083
 
 
$—
 
 
$(650,615)
 
 
$(93,532)
 
 
 
 
 
 
 
 
 
 
 
 
 
(A)
The average reported value of equity awards represents the average of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024.
(B)
The average equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the average amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the average fair value as of the vesting date;
(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year
End Fair
Value of
Equity
Awards
Granted
During the
Year
 
 
Year over Year
Average Change
in Fair Value of
Outstanding and
Unvested Equity
Awards
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
 
 
Year over Year
Average Change in
Fair Value of
Equity Awards
Granted in Prior
Years that Vested
in the Year
 
 
Average
Fair Value
at the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
 
 
Average Value
of Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
 
 
Total Average
Equity Award
Adjustments
2024
 
 
$—
 
 
$308,367
 
 
$—
 
 
$47,242
 
 
$—
 
 
$—
 
 
$355,609
2023
 
 
$205,793
 
 
$25,828
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$231,620
2022
 
 
$—
 
 
$(522,865)
 
 
$—
 
 
$(127,750)
 
 
$—
 
 
$—
 
 
$(650,615)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(7)
Cumulative TSR is calculated assuming an initial investment of $100 in our Class A common stock as of December 31, 2021 and calculating the value of such investment at the end of each year shown in the table, assuming the reinvestment of any dividends.
(8)
The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year.
   
Named Executive Officers, Footnote    
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Rysavy (our Chairman and former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”
(2)
The dollar amounts reported in column (c) are the amounts of total compensation reported for Mr. Colquhoun (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”
(5)
The dollar amounts reported in column (f) represent the average of the amounts reported for our non-PEO NEOs as a group (excluding Mr. Rysavy for 2023 and 2022, when he served as our PEO, and Mr. Colquhoun for 2024 and 2023 , when he served as our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year were Mr. Rysavy, Mr. Preston and Ms. Medvedich for 2024, Mr. Preston, Mr. Tarell and Ms. Medvedich for 2023 and Mr. Tarell and Ms. Medvedich for 2022.
   
Adjustment To PEO Compensation, Footnote    
(3)
The dollar amounts reported in column (d) represent the amount of “compensation actually paid” to Mr. Rysavy, as computed in accordance with Item 402(v) of Regulation S-K, for 2023 and 2022, the years in which Mr. Rysavy served as our Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rysavy during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rysavy’s total compensation for each year to determine the compensation actually paid.
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported Summary
Compensation Table Total
for PEO
 
 
Reported Value of
Equity Awards(A)
 
 
Equity Award
Adjustments(B)
 
 
Compensation Actually Paid
to PEO
2023
 
 
$1,154,892
 
 
$524,064
 
 
$489,481
 
 
$1,120,309
2022
 
 
$878,414
 
 
$—
 
 
$(1,158,158)
 
 
$(279,744)
 
 
 
 
 
 
 
 
 
 
 
 
 
(A)
The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024.
(B)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
 
 
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
 
 
Value of Dividends
or other Earnings
Paid on Stock or
Option Awards not
Otherwise Reflected
in Fair Value or
Total Compensation
 
 
Total Equity
Award
Adjustments
2023
 
 
$447,776
 
 
$41,705
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$489,481
2022
 
 
$—
 
 
$(806,725)
 
 
$—
 
 
$(351,433)
 
 
$—
 
 
$—
 
 
$(1,158,158)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4)
The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Colquhoun, as computed in accordance with Item 402(v) of Regulation S-K for 2024 and 2023, the years in which Mr. Colquhoun served as our Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Colquhoun during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Colquhoun’s total compensation for each year to determine the compensation actually paid.—
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported Summary
Compensation Table Total
for Second PEO
 
 
Reported Value of
Equity Awards(A)
 
 
Equity Award
Adjustments(B)
 
 
Compensation Actually Paid
to Second PEO
2024
 
 
$513,728
 
 
$—
 
 
$289,981
 
 
$803,709
2023
 
 
$677,819
 
 
$400,000
 
 
$437,403
 
 
$715,222
 
 
 
 
 
 
 
 
 
 
 
 
 
(A)
The reported fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024.
(B)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value
of Equity
Awards
Granted
During the
Year
 
 
Year over
Year
Change in
Fair Value
of
Outstanding
and
Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
 
 
Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year
 
 
Value of Dividends or
other Earnings Paid
on Stock or Option
Awards not Otherwise
Reflected in Fair
Value or Total
Compensation
 
 
Total
Equity
Award
Adjustments
2024
 
 
$—
 
 
$289,981
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$289,981
2023
 
 
$437,403
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$437,403
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Non-PEO NEO Average Total Compensation Amount     $ 511,533 $ 669,800 $ 557,083
Non-PEO NEO Average Compensation Actually Paid Amount     $ 867,142 695,628 (93,532)
Adjustment to Non-PEO NEO Compensation Footnote    
(6)
The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to our non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Notes 3 and 4:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Reported Summary
Compensation Table Total for
Non-PEO NEOs
 
 
Average Reported
Value of Equity
Awards(A)
 
 
Average Equity Award
Adjustments(B)
 
 
Average Compensation Actually
Paid to Non-PEO NEOs
2024
 
 
$511,533
 
 
$—
 
 
$355,609
 
 
$867,142
2023
 
 
$669,800
 
 
$205,793
 
 
$231,620
 
 
$695,628
2022
 
 
$557,083
 
 
$—
 
 
$(650,615)
 
 
$(93,532)
 
 
 
 
 
 
 
 
 
 
 
 
 
(A)
The average reported value of equity awards represents the average of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The amounts shown for 2023 have been corrected to include the grant date fair value of equity awards made during 2023 that were inadvertently omitted from the Summary Compensation Table and this disclosure in the Definitive Proxy Statement on Schedule 14A filed in 2024.
(B)
The average equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the average amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the average fair value as of the vesting date;
(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year
End Fair
Value of
Equity
Awards
Granted
During the
Year
 
 
Year over Year
Average Change
in Fair Value of
Outstanding and
Unvested Equity
Awards
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
 
 
Year over Year
Average Change in
Fair Value of
Equity Awards
Granted in Prior
Years that Vested
in the Year
 
 
Average
Fair Value
at the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
 
 
Average Value
of Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
 
 
Total Average
Equity Award
Adjustments
2024
 
 
$—
 
 
$308,367
 
 
$—
 
 
$47,242
 
 
$—
 
 
$—
 
 
$355,609
2023
 
 
$205,793
 
 
$25,828
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$231,620
2022
 
 
$—
 
 
$(522,865)
 
 
$—
 
 
$(127,750)
 
 
$—
 
 
$—
 
 
$(650,615)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Compensation Actually Paid vs. Total Shareholder Return    
Compensation Actually Paid and Cumulative TSR
As demonstrated by the following graph, the amount of compensation actually paid to Mr. Rysavy and Mr. Colquhoun during the years in which they served as PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group is aligned with our cumulative TSR over the three years presented in the table.
   
Compensation Actually Paid vs. Net Income    
Compensation Actually Paid and Net Income (Loss)
As demonstrated by the following table, the amount of compensation actually paid to Mr. Rysavy and Mr. Colquhoun during the years in which they served as PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group is not aligned with the company’s net income (loss) over the three years presented in the table. The Company does not solely use net income (loss) as a performance measure in setting compensation levels.
   
Total Shareholder Return Amount     $ 118.12 103.24 37.35
Net Income (Loss)     $ (5,398,000) (5,595,000) $ (3,595,000)
PEO Name Mr. Colquhoun Mr. Rysavy Mr. Colquhoun   Mr. Rysavy
Equity Awards Adjustments, Footnote    
(B)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
 
 
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
 
 
Value of Dividends
or other Earnings
Paid on Stock or
Option Awards not
Otherwise Reflected
in Fair Value or
Total Compensation
 
 
Total Equity
Award
Adjustments
2023
 
 
$447,776
 
 
$41,705
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$489,481
2022
 
 
$—
 
 
$(806,725)
 
 
$—
 
 
$(351,433)
 
 
$—
 
 
$—
 
 
$(1,158,158)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(B)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value
of Equity
Awards
Granted
During the
Year
 
 
Year over
Year
Change in
Fair Value
of
Outstanding
and
Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
 
 
Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year
 
 
Value of Dividends or
other Earnings Paid
on Stock or Option
Awards not Otherwise
Reflected in Fair
Value or Total
Compensation
 
 
Total
Equity
Award
Adjustments
2024
 
 
$—
 
 
$289,981
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$289,981
2023
 
 
$437,403
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$437,403
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(B)
The average equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the average amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the average fair value as of the vesting date;
(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts shown for 2023 have been corrected due to adjustments to (A) above as well as in the table below. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year
End Fair
Value of
Equity
Awards
Granted
During the
Year
 
 
Year over Year
Average Change
in Fair Value of
Outstanding and
Unvested Equity
Awards
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
 
 
Year over Year
Average Change in
Fair Value of
Equity Awards
Granted in Prior
Years that Vested
in the Year
 
 
Average
Fair Value
at the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
 
 
Average Value
of Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
 
 
Total Average
Equity Award
Adjustments
2024
 
 
$—
 
 
$308,367
 
 
$—
 
 
$47,242
 
 
$—
 
 
$—
 
 
$355,609
2023
 
 
$205,793
 
 
$25,828
 
 
$—
 
 
$—
 
 
$—
 
 
$—
 
 
$231,620
2022
 
 
$—
 
 
$(522,865)
 
 
$—
 
 
$(127,750)
 
 
$—
 
 
$—
 
 
$(650,615)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Jirka Rysavy [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 0 1,154,892 $ 878,414
PEO Actually Paid Compensation Amount     0 1,120,309 (279,744)
James Colquhoun [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     513,728 677,819 0
PEO Actually Paid Compensation Amount     803,709 715,222 0
PEO | Jirka Rysavy [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (524,064) 0
PEO | Jirka Rysavy [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       489,481 (1,158,158)
PEO | Jirka Rysavy [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       447,776 0
PEO | Jirka Rysavy [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       41,705 (806,725)
PEO | Jirka Rysavy [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       0 0
PEO | Jirka Rysavy [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       0 (351,433)
PEO | Jirka Rysavy [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       0 0
PEO | Jirka Rysavy [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       0 0
PEO | James Colquhoun [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 (400,000)  
PEO | James Colquhoun [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     289,981 437,403  
PEO | James Colquhoun [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 437,403  
PEO | James Colquhoun [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     289,981 0  
PEO | James Colquhoun [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0  
PEO | James Colquhoun [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0  
PEO | James Colquhoun [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0  
PEO | James Colquhoun [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 (205,793) 0
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     355,609 231,620 (650,615)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 205,793 0
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     308,367 25,828 (522,865)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     47,242 0 (127,750)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ 0 $ 0 $ 0