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Corporate Nominating and Governance Committee Charter

Purpose

The purpose of the Nominating and Governance Committee of the Board of Directors (the "Board") of Ubiquiti Inc, Inc. (the "Company") is to focus on issues relating to the composition and operation of the Board. The Nominating and Governance Committee provides assistance to the Board in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board, and review and consideration of developments in corporate governance practices. The Nominating and Governance Committee's goal is to attempt to ensure that the Board is properly constituted to meet its fiduciary obligations to the Company's stockholders and the Company and that the Company has and follows appropriate corporate governance standards. In addition, the Nominating and Governance Committee will undertake those specific responsibilities listed below and such other duties or responsibilities as the Board may from time to time prescribe.

Committee Membership

The Nominating and Governance Committee should be composed of at least two directors of the Company who are independent as determined in accordance with the rules of the NASDAQ Stock Market and up to one non-independent director under the "exceptional and limited circumstances" exception of the rules of the NASDAQ Stock Market. The members of the Nominating and Governance Committee will be appointed by the members of the Board who are independent as determined in accordance with the rules of the NASDAQ Stock Market, and the members of the Nominating and Governance Committee will serve at the discretion of the Board.

Committee Responsibilities

The responsibilities of the Nominating and Governance Committee shall include the following:

Nominating

  • Develop a Board capable of advising the Company's management in fields related to current or future business directions of the Company;
  • Approve all nominees for membership on the Board, including the slate of director nominees to be proposed by the Board to the Company's stockholders for election or any director nominees to be elected or appointed by the Board to fill interim director vacancies on the Board;
  • Review director nominees submitted by stockholders of the Company;
  • Provide recommendations to the Board for the appointment of directors to committees of the Board and suggest rotations for chairpersons of committees of the Board as it deems desirable from time to time; and
  • Evaluate and recommend to the Board the termination of membership of individual directors in accordance with the Board's corporate governance principles, for cause or other appropriate reasons (including, without limitation, as a result of changes directors' employment or employment status).

Corporate Governance

  • Regularly review issues and developments relating to corporate governance issues and formulate and recommend corporate governance standards to the Board;
  • Review and make recommendations to the Board regarding the structure and delegated responsibilities of each committee of the Board to be included in the charter of each such committee of the Board;
  • Evaluate and recommend any revisions to meeting policies and logistics of the Board and committees of the Board;
  • Consider and recommend changes in the size of the Board;
  • Periodically solicit input from the Board and conduct a review and evaluation of the effectiveness of the operation of the Board and its committees, including reviewing corporate governance and operating practices; and
  • Periodically evaluate and recommend to the Board an appropriate member of the Audit Committee of the Board to serve as the "audit committee financial expert" as determined in accordance with the rules and regulations of the Securities and Exchange Commission.
  • The Nominating and Governance Committee shall periodically review its own charter (including the structure, processes and membership requirements of the Nominating and Governance Committee) and recommend any proposed changes to the Board for approval. In addition, the Nominating and Governance Committee shall periodically review its own performance.

Meetings

The Nominating and Governance Committee will meet a minimum of twice per year and more frequently as circumstances require.

Outside Advisors

The Nominating and Governance Committee shall have authority to obtain advice and assistance from internal or external legal, accounting, search firms or other advisors.

Minutes

The Nominating and Governance Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

Reports

The Nominating and Governance Committee shall make regular reports to the Board of actions taken at its regular and/or special meetings.

Compensation

Members of the Nominating and Governance Committee shall receive such fees, if any, for their service as Nominating and Governance Committee members as may be determined by the Board in its sole discretion. Fees may be paid in such form of consideration as is determined by the Board.

Except as permitted under applicable laws and the rules and regulations of the Securities and Exchange Commission, FINRA and The NASDAQ Stock Market, members of the Nominating and Governance Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof or as Chairman of the Board or Chair of any committee of the Board.

Delegation of authority

The Nominating and Governance Committee may form and delegate authority to subcommittees when appropriate.
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Committee Members

Rafael Torres
Rafael Torres Director

Mr. Torres has served as one of our directors since October 2013. From November 2018 to October 2024, Mr. Torres served as the Chief Financial Officer of Redis, a database software company. From 2015 to July 2018, Mr. Torres served as the Chief Financial Officer of Instart Logic. Instart Logic is a cloud services company primarily focused on website and application speed and performance. From 2013 to 2015, Mr. Torres served as the Chief Financial Officer of OCZ Storage Solutions, a global provider of high-performance solid state storage solutions and computer components. From 2008 to 2013, Mr. Torres served as Chief Financial Officer and Vice President of Finance for Capella Photonics, a privately-held firm selling optical switching subsystems. From 2006 to 2008, Mr. Torres was the Chief Financial Officer and Vice President of Finance for Power Integrations, a provider of high-voltage analog integrated circuits for power conversion. From 2000 to 2006, Mr. Torres was Chief Financial Officer and Vice President of Finance for PLX Technology, a provider of semiconductor-based connectivity solutions. Mr. Torres holds a B.S. degree in Accounting from Santa Clara University and is a Certified Public Accountant (Inactive). We believe that Mr. Torres possesses specific attributes that qualify him to serve as a member of our Board, including his industry, operations, management, and finance experience.
Ron Sege
Ron Sege Director

Ron Sege has served as our director since October 2012. Mr. Sege has served as a director and president and chief executive officer of Echelon Corporation since August 2010. He has been chairman of the board of directors of Echelon since October 2011. He served as president, chief operating officer, and board member of 3Com Corporation from 2008 through its acquisition by HP. Prior to 3Com, Mr. Sege was president and chief executive officer of Tropos Networks, Inc., a provider of wireless broadband networks, from 2004 to 2008. Prior to Tropos, Mr. Sege was president and chief executive officer of Ellacoya Networks, Inc., a provider of broadband service optimization solutions based on deep packet inspection technology. Mr. Sege also served as executive vice president of Lycos, Inc., the Internet search engine. During the nine year period from 1989-1998, he served in a variety of senior management roles at 3Com Corporation, including executive vice president, Global Systems Business Unit. Mr. Sege holds an MBA from Harvard University and a bachelor's degree from Pomona College.
Robert J. Pera
Robert J. Pera Chief Executive Officer and Chairman of the Board

Mr. Pera founded our company and has served as our chief executive officer since October 2003. From January 2003 to February 2005, Mr. Pera was a wireless engineer at Apple Inc. Mr. Pera graduated Phi Beta Kappa from the University of California, San Diego with a B.A. in Japanese Language, a B.S. in Electrical Engineering and an M.S. in Electrical Engineering (emphasis in Digital Communications / RF Circuit Design).
Brandon Arrindell
Brandon Arrindell Director

Mr. Arrindell has served as one of our directors since August 2021. Mr. Arrindell currently serves as a Senior Research Analyst and Principal at Southeastern Asset Management, an investment management firm. Prior to joining Southeastern Asset Management, Mr. Arrindell was an Investment Banking Analyst in Morgan Stanley’s Mergers and Acquisitions Group. He also serves as an advisor on the Investment Committee of Golden Palm Investments, an Africa-based investment holding company. Mr. Arrindell is a C.F.A. charterholder and received his B.A. degree in Economics from Harvard University. We believe that Mr. Arrindell possesses specific attributes that qualify him to serve as a member of our board, including his management and finance experience.