Anaal Udaybabu
About Anaal Udaybabu
Anaal Udaybabu, age 54, has served as an independent director of Gaia since May 2021; she is the founder of Culture Unplugged, a global documentary platform, and Fasting Culture, an at‑home diagnostics and fasting initiative developed from the Center for Healing & Transformation in India . Her background emphasizes brand strategy, user experience/interface design, communications, and digital content development and delivery, aligning with Gaia’s mission-oriented media positioning . The board has affirmatively determined she is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Culture Unplugged | Founder; global platform of documentaries | Founded 2007 | Served millions globally; mission-aligned brand/content expertise |
| Fasting Culture | Founder; at-home diagnostics and Integral Fasting | Founded 2019 | Integrates consciousness with health diagnostics; user experience focus |
| Center for Healing & Transformation (India) | Founder | Not disclosed | Source of Integral Fasting experience; mission/brand alignment |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company board | — | GAIA proxy biographies list entrepreneurship roles, but no other public company directorships for Udaybabu |
Board Governance
- Independence: The board determined Udaybabu is independent under NASDAQ listing standards .
- Committee assignments: Audit Committee members are Sutherland (Chair), Patel, and Frank (Grant to join post‑2025 meeting); Compensation Committee members are Frank (Chair), Patel, and Sutherland—Udaybabu is not listed on either committee .
- Board/committee activity: In 2024, the board held two telephonic and two in-person meetings; the audit committee held 5 telephonic and one in-person meeting; the compensation committee held one in‑person meeting .
- Attendance: The majority of current directors attended at least 75% of applicable board and committee meetings in 2024; individual attendance percentages are not disclosed .
- Nominating oversight: Gaia is a “controlled company” (Rysavy controls >50% voting power) and does not have a nominating committee; nominations are made by the full board .
- Hedging/pledging: Insider trading policy prohibits short sales, derivatives, hedging, and pledging by directors and executive officers .
Fixed Compensation
| Year | Cash Fees | RSU Grant Value | Option Awards | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | Udaybabu elected to forego director compensation; standard director fees are $5,500 in‑person / $2,200 telephonic per meeting; standard RSU grant $52,250, with additional RSUs for committee chairs/multi‑committee service . |
| 2023 | — | — | — | Elected to forego compensation; standard director fees and RSU grant were $5,500/$2,200 per meeting and $41,250 RSU for the annual grant in 2023 . |
Note: “—” indicates zero amounts reported in the Director Compensation Table; Udaybabu has elected to forego compensation for board service .
Performance Compensation
- No performance-based director compensation metrics are disclosed; standard director equity grants are time‑based RSUs that vest at the next annual meeting, and Udaybabu has elected to forego compensation (thus no RSU awards) .
Other Directorships & Interlocks
- Compensation committee interlocks: The proxy states no interlocking relationships for compensation committee members; Udaybabu is not a member of the compensation committee .
- No other public company boards for Udaybabu are disclosed in her proxy biography .
Expertise & Qualifications
- Brand and mission experience: Founder roles emphasize brand strategy and mission‑aligned content, which Gaia cites as a desired board skill set .
- Digital content and UX/UI: Career focus on user experience, interface design, and digital content delivery aligns with Gaia’s streaming model .
- Industry/technical orientation: Experience relevant to media/content and mission‑driven platforms cited by the board as valuable .
Equity Ownership
| As of | Shares Beneficially Owned (Class A) | % of Class A | % of Class A assuming full conversion of Class B |
|---|---|---|---|
| March 20, 2025 | — | —% | —% |
- The beneficial ownership table lists Udaybabu with zero beneficial ownership; “—” denotes zero ownership and percentage .
- Policy prohibits hedging and pledging of Gaia securities by directors .
Governance Assessment
- Independence confirmed; however, as a controlled company, Gaia lacks independent nominating oversight, which can reduce checks on board composition quality and investor confidence in board refreshment processes .
- Not serving on audit or compensation committees limits direct oversight roles; committee seats are concentrated among Frank, Patel, and Sutherland (Grant joining Audit), raising questions on broader director engagement in key governance areas .
- Udaybabu’s election to forego all director compensation is unusual and may signal mission alignment and reduced cash cost but results in no equity exposure, limiting ownership alignment with shareholders compared to standard RSU grants .
- Zero reported beneficial ownership implies limited “skin‑in‑the‑game,” which may be perceived as weaker alignment, though company policy prohibits hedging/pledging and directors’ compensation can include equity for others on the board .
- Attendance specifics are not disclosed; the board overall met four times in 2024 and the majority of directors met the ≥75% attendance threshold, with no red flags disclosed for Udaybabu .