DEF 14A of Ubiquiti Inc., Oct 28, 2024

DEF 14A of Ubiquiti Inc.

Filed Oct 28, 2024 · FY20240001511737-24-000065

Open on EDGAR

  1. Q: Is cumulative voting permitted for the election of directors?

    Q: Is cumulative voting permitted for the election of directors? A: No. You may not cumulate your votes for the election of directors.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  3. General

    General Our Class I directors’ term expires at the Annual Meeting.

  4. Information Regarding Nominee

    Information Regarding Nominee Our Board nominated Brandon Arrindell and Rafael Torres as nominees for election at the Annual Meeting as Class I directors of our Board until the third annual meeting of our stockholders following their election, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal. Biographical information about each of the directors is contained in the following section. A discussion of the qualifications, attributes and skills of the directors and the nominees that led our Board to the conclusion that they should serve or continue to serve as directors is also included in each of the directors’ and the nominees’ biographies. Mr. Arrindell and Mr Torres have agreed to serve if elected, and we have no reason to believe that they will be unavailable to serve. In the event either that they are unable or decline to serve as directors at the time of the Annual Meeting, the proxies will be voted for any nominees who may be designated by our present Board to fill the vacancies Except as set forth below, unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for each of the nominees named below, who are presently members of our Board. In the event that a nominee becomes unavailable or unwilling to serve as a member of our Board, the proxy holders will vote in their discretion for a substitute nominee. The following table sets forth the name, age and position of our director nominees as of October 28, 2024:

  5. Information Regarding Nominee

    | Class I Director | Age | Position | | Brandon Arrindell | 38 | Director | | Rafael Torres | 56 | Director |

  6. Information Regarding Nominee

    Brandon Arrindell. Mr. Arrindell has served as one of our directors since August 2021. Since 2010, Mr. Arrindell has held various positions at Southeastern Asset Management, an investment management firm, including his current role as Senior Analyst and Principal. Mr. Arrindell has also served as the Chief Executive Officer, Portfolio Manager of Greenwood Pine Partners, an investment management firm, since August 2021. 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. charter holder 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. Rafael Torres. 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.

  7. Required Vote

    Required Vote A plurality of the voting power of the shares present in person or represented by proxy and entitled to vote is required for each of the nominees to be elected as a Class I director. Unless marked to the contrary, proxies received will be voted “FOR” each nominee. Our Board recommends a vote “FOR” the election to our Board of the foregoing nominees.

  8. Information Regarding Continuing Directors

    Information Regarding Continuing Directors The following table sets forth the names, ages and positions of our continuing directors as of October 28, 2024:

  9. Information Regarding Continuing Directors

    | Class II Director | Age | Position | | Ronald A. Sege | 67 | Director | | Class III Director | Age | Position | | Robert J. Pera | 46 | Chief Executive Officer and Chairman |

  10. Information Regarding Continuing Directors

    Ronald A. Sege. Mr. Sege has served as our director since October 2012. Mr. Sege has served as the Operating Partner of Benhamou Global Ventures, a venture capital firm, since late 2018. From August 2010 to October 2018, Mr. Sege served as President, Chief Executive Officer and Chairman of Echelon Corporation, an energy control networking solutions provider. From 2008 to 2010, Mr. Sege was President, Chief Operating Officer and a member of the board of directors of 3COM Corporation. Mr. Sege was President and Chief Executive Officer of Tropos Networks, a provider of wireless broadband networks, from 2004 to 2008 and was the President and Chief Executive Officer of Ellacoya Networks, a provider of broadband service optimization solutions based on deep packet inspection technology, from 2001 to 2004. Earlier in Mr. Sege’s career from 1998 to 2001, he was Executive Vice President at Lycos, an internet search engine. Prior to 1998, Mr. Sege spent 10 years at 3COM holding various executive vice president and vice president positions. Mr. Sege received his B.A. in Economics from Pomona College and earned an M.B.A. from the Harvard Business School. We believe that Mr. Sege possesses specific attributes that qualify him to serve as a member of our Board, including his industry and board leadership experience. Robert J. Pera. Mr. Pera founded our Company in October 2003 and our Company began current operations in 2005. Mr. Pera has served as our Chief Executive Officer and a member of our Board since our inception, and as our Chairman of the Board since December 2012. From January 2003 to February 2005, Mr. Pera was a wireless engineer with Apple, Inc.,a consumer technology products company. Mr. Pera holds a B.A. in Japanese Language, a B.S. in Electrical Engineering and an M.S. degree in Electrical Engineering (emphasis in Digital Communications / RF Circuit Design) from the University of California, San Diego. We believe that Mr. Pera possesses specific attributes that qualify him to serve as Chairman of our Board, including the perspective and experience he brings as our Chief Executive Officer, one of our founders and our largest stockholder, which brings historical knowledge, technological and operational expertise, and continuity to our Board.

  11. Directors’ Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards | Total Compensation | | Brandon Arrindell | $200,000 | $— | $200,000 | | Ronald A. Sege | 200,000 | — | 200,000 | | Rafael Torres | 200,000 | — | 200,000 |

  12. Compensation philosophy and objectives

    Compensation philosophy and objectives Generally, our compensation packages include competitive cash salaries with a significant percentage of total cash compensation tied to a discretionary cash bonus given at the end of the year based on our performance. The level of the executive officers' ownership of our Company may be revisited from time to time to ensure it aligns with our executive compensation philosophy. As our organizational priorities continue to evolve, our compensation committee may re-evaluate each component of our executive compensation program on a quantitative and qualitative basis to determine if the program is achieving our objectives. Our executive compensation program is designed to attract talented, qualified executives to manage, grow and lead our Company and to motivate them to pursue and achieve our corporate objectives. Our existing compensation program includes short-term and long-term components, at-risk cash and equity elements in proportions that we believe will provide appropriate incentives to reward and retain our executives. Our philosophy towards executive compensation reflects the following principles: •Total compensation opportunities should be competitive with market leaders. We believe that our total compensation programs should be competitive with market leaders so that we can attract, retain and motivate talented executive officers who will help us to perform better than our competitors. We expect our executive officers to run a high-performance, efficient organization that rewards individual contributors for their ownership of various aspects of our business. We compensate our executive officers using the same philosophy. •Total compensation should be related to our performance. We believe that a significant portion of our executive officers’ total compensation should be linked to achieving business objectives that we believe will create stockholder value and provide incentives to our officers to work as a team. •Equity awards align the interests of our executive officers with those of our stockholders. We believe that in certain circumstances, an executive officer’s total compensation should have an equity component because stock-based equity awards help reinforce the executive officer’s long-term interest in our overall performance and thereby align the interests of the executive officer with those of our stockholders. We may, in certain circumstances provide refresher grants to our executive officers. To recognize the changes in our capital structure and management, we anticipate that the compensation committee will assess vested and unvested equity holdings regularly. Based on these philosophies, we seek to reward our executive officers as and when we achieve our goals and objectives and to generate stockholder returns by providing equity-based compensation. Our executives’ total compensation may vary from year to year based on our financial results and individual performance. Weighting of compensation components. We do not use predefined ratios in determining the allocation of compensation between base salary, bonus and equity components. Rather, we set each executive’s total compensation based on our experience regarding market conditions, geographic considerations, our experience regarding market norms and other factors. Our compensation policies related to executive compensation apply equally to all of our executive officers. Role of the compensation committee and executive officers in setting executive compensation. The initial compensation arrangements with our executive officers, including the named executive officers, have been the result of arm’s-length negotiations with each individual executive. Individual compensation arrangements with executives have been influenced by a number of factors, including the following: •our need to fill a particular position; •our financial position and growth strategy at the time of hiring; •the individual’s expertise and experience and prior compensation history; and •the competitive nature of the position.

  13. Fiscal 2024

    Fiscal 2024 Components of executive compensation. In fiscal 2024, our executive compensation program consisted of the following components: base salary; short-term incentive compensation, consisting of cash bonuses; and, in some cases, long-term equity-based incentive awards. We believe that each individual component is useful in achieving one or more of the objectives of our program. Together, we believe these components have been effective in achieving our overall objectives to date. •We use base salary to attract and retain executives; base salary levels reflect differences in job scope and responsibilities. •We provide cash bonuses to encourage executives to deliver on short-term operating goals and individual objectives; a significant portion of our executives’ cash compensation is linked to the achievement of short-term objectives. •We in some cases use equity awards to encourage longer term perspective, reward innovation, provide alignment with stockholder interests, and attract and retain key talent. Chief Executive Officer. Mr. Pera, our Chief Executive Officer, holds a majority of our outstanding common stock. In July 2013, Mr. Pera determined to reduce his base salary to $0.00 per fiscal year. We did not grant Mr. Pera any equity awards in fiscal 2011 through fiscal 2024 as he was a majority stockholder of our company throughout those fiscal years. We bear 100% of the costs associated with Mr. Pera’s general health and welfare benefits, as we do for all of our U.S.-based employees, and Mr. Pera's personal use of the Company airplane. Chief Accounting and Finance Officer. Mr. Radigan has served as our Chief Accounting Officer since May 2016. In fiscal 2019, Mr. Radigan’s title changed to Chief Accounting and Finance Officer. For fiscal 2024, Mr. Radigan earned a base salary of $475,000, and was eligible for an annual target bonus equal to $100,000, based on the discretion of our Board. For fiscal 2025, Mr. Radigan's base salary was increased to $500,000, and he will be eligible for an annual target bonus equal to $100,000. On August 6, 2024, we granted Mr Radigan 1,358 RSUs with a grant date fair value of $200,000. These RSUs vest as follows: 340 RSUs vest on July 1, 2025; 340 RSUs vest on July 1, 2026; 339 RSUs vest on July 1, 2027; and the remaining 339 RSUs vest on July 1, 2028. On August 7, 2023, we granted Mr. Radigan 1,138 RSUs with a grant date fair value of $194,063. These RSUs vest as follows: 285 RSUs vested on July 1, 2024; 285 RSUs vest on July 1, 2025; 284 RSUs vest on July 1, 2026; and the remaining 284 RSUs vest on July 1, 2027. We also pay 100% of the costs associated with Mr. Radigan’s general health and welfare benefits, as we do for all of our U.S.-based employees. Benefits. Our executives participate in our standard benefit plans for U.S. full-time salaried employees, which are offered to all U.S.-based employees and include our 401(k) plan. We maintain a 401(k) retirement plan which is intended to be a tax qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. In general, all of our U.S. employees are eligible to participate in the 401(k) plan following the start date of their employment, at the beginning of each calendar month. The 401(k) plan provides a salary deferral program pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $23,000 in 2024, and contribute the withheld amount to the 401(k) plan. We may, in our sole discretion, make discretionary profit sharing and/or matching contributions to the 401(k) plan on behalf of our employees who are eligible to participate in the 401(k) plan. It has been our practice to match up to 1% of an employee’s annual salary, provided the employee contributes at least 4% of his or her salary. We offer this benefit to our named executive officers. Our executives have the opportunity to participate in our health and welfare benefit programs which include a group medical program, a group dental program, a vision program, life insurance, and disability insurance. These benefits are the same as those offered to all of our U.S.-based employees. Through our benefit programs, each of our named executive officers receives group term life insurance in an amount equal to the lessor of twice their annual base salary or $500,000. In fiscal 2020, as a result of an independent security study, the Company’s independent directors approved the purchase of an airplane, which Mr. Pera is now expected to use for all business and personal air travel. During the third quarter of fiscal 2020, the Company received the title to the airplane. In May 2020, the compensation committee and the Board approved a corporate aircraft utilization policy that sets forth the guidelines and procedures for use of the aircraft by Mr. Pera. Pursuant to the corporate aircraft utilization policy, Mr. Pera is required to utilize the corporate airplane (or other private aircraft where the corporate airplane is unavailable) for all business and personal travel due to a bone-fide business-oriented security concern. The policy also permits Mr. Pera’s immediate family members and/or his or their respective guests to travel aboard the corporate aircraft. Pursuant to the policy, Mr. Pera will not be required to reimburse the Company for any personal use of corporate aircraft by him, his immediate family members and/or his or their respective guests. In addition, while the compensation committee has approved reimbursing Mr. Pera for FICA taxes associated with personal use of the corporate aircraft, the Company will not reimburse Mr. Pera for any federal, state or local taxes arising from imputed income relating to any such personal use. Although we consider Mr. Pera’s use of corporate aircraft for personal travel to be a security measure for the Company’s benefit, and not a perquisite for Mr. Pera’s benefit, the aggregate incremental costs to the Company related to any use of the corporate aircraft for personal travel (and any related FICA tax reimbursement) is reported as compensation to Mr. Pera in the “All Other Compensation” column in the Company’s Summary Compensation Table. Stock ownership guidelines. We do not currently have stock ownership guidelines. Consideration of Say-on-Pay Vote Results. The Company currently provides its stockholders with the opportunity to cast an advisory vote on executive compensation once every two years (a “say-on-pay proposal”). Stockholders are being asked to approve the frequency of future stockholder votes on executive compensation at the Annual Meeting. Our Board has recommended a vote for "Two Years" as the frequency with which stockholders are provided a non-binding advisory stockholder vote on executive compensation. Assuming stockholders approve a frequency of “two years,” it is expected that the next “say-on-pay” advisory vote will occur at our 2026 Annual Meeting. The compensation committee will continue to consider the results of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

  14. Compensation Approaches

    Compensation Approaches Compensation Committee. The compensation committee of our Board has overall responsibility for recommending to our Board the compensation of our Chief Executive Officer and approving the compensation of our other executive officers. Members of the committee are appointed by our Board. Currently, the committee consists of three members of our Board, Messrs. Arrindell, Sege and Torres. Our Board determined that each member of our compensation committee was and remains a “nonemployee” director for purposes of Rule 16b-3 under the Securities Act of 1934, as amended, or the Exchange Act and an “independent director” as that term is defined under the rules of the NYSE. The fundamental responsibilities of our compensation committee are: •to provide oversight of our compensation policies, plans and benefit programs including reviewing and making recommendations to our Board regarding compensation plans, as well as general compensation goals and guidelines for our executive officers and our Board; •to review and determine all compensation arrangements for our executive officers (including our Chief Executive Officer) and to allocate total compensation among the various components of executive pay; •to review and approve all equity compensation awards to our executive officers (including our Chief Executive Officer); and •to oversee and direct our equity compensation plans, as applicable to our employees, including executive officers. The compensation committee has the authority to engage the services of outside consultants pursuant to the committee’s charter. In determining each executive officer’s compensation, our compensation committee will review our business performance and financial condition and assess the performance of the individual executive officer. The evaluation of individual performance is conducted by the compensation committee in the case of the Chief Executive Officer, and by the Chief Executive Officer in the case of other executives. The Chief Executive Officer meets with the compensation committee to discuss executive compensation matters and to make recommendations to the compensation committee with respect to other executives. The compensation committee may modify individual compensation components for executives other than the Chief Executive Officer after reviewing the Chief Executive Officer’s recommendations. The compensation committee is not bound to, and may not always accept, the Chief Executive Officer’s recommendations. The compensation committee also reviews the Chief Executive Officer’s performance and confers with the full board of directors (excluding the Chief Executive Officer). The compensation committee then makes all final compensation decisions for executive officers and approves any equity incentive awards for all of our executive officers. In addition, it is the committee’s practice to consult with the independent members of our Board prior to making material changes to our compensation policies. Although we may make many compensation decisions in the first quarter of the fiscal year, the compensation evaluation process is ongoing. Compensation discussions and decisions are designed to promote our fundamental business objectives and strategy. Evaluation of management performance and rewards are performed annually or more often as needed. The compensation committee has the discretion to adjust a component of compensation during the year in the event that it determines that circumstances warrant. Generally, we have granted equity awards to executive officers. However, this practice may vary depending on the specific facts and circumstances of each officer. The grants to each executive officer were principally based on the prevailing range of grants to our other executives with consideration given to the nature of the job and the individual’s experience, as well as the current market conditions relating to equity ownership of officers in similar positions at similarly situated companies. Our compensation committee does not have any specific policy regarding the timing of equity awards and, under certain circumstances, such awards may be made following an executive officer's start date and regularly on an annual basis.

  15. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, stock appreciation rights, or similar option-like instruments and, as such, do not have any policy or practice in place on the timing of awards of options, stock appreciation rights, or similar option-like instruments in relation to the disclosure of material non-public information. If in the future we anticipate granting stock options, stock appreciation rights, or similar option-like instruments, we may determine to establish a policy regarding how the Board determines when to grant such awards and how the Board or compensation committee will take material nonpublic information into account when determining the timing and terms of such awards.

  16. Severance Compensation and Termination Protection

    Severance Compensation and Termination Protection See the sections entitled “-Employment Agreements” or “-Potential Payments upon Termination or Change of Control” for a description of agreements with, and the tables setting forth, the potential severance to be made to each named executive officer and definitions of key terms under these agreements.

  17. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following table provides information regarding the compensation of our principal executive officer and principal financial officer as of June 30, 2024. We refer to these executive officers as our “named executive officers.”

  18. Fiscal 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards (1) | Option Awards (1) | All Other Compensation (2)(3) | Total Compensation | | Robert J. Pera | 2024 | $— | $— | $— | $— | $810,475 | $810,475 | | Chief Executive Officer | 2023 | — | — | — | — | 976,546 | 976,546 | | | 2022 | — | — | — | — | 478,907 | 478,907 | | Kevin Radigan | 2024 | 475,000 | 100,000 | 194,063 | — | 4,167 | 773,230 | | Chief Accounting and Finance Officer | 2023 | 445,000 | 125,000 | 507,285 | — | 4,400 | 1,081,685 | | | 2022 | 420,000 | 100,000 | 197,451 | — | 5,200 | 722,651 |

  19. Fiscal 2024 Summary Compensation Table

    | (1) The amounts in this column represent the aggregate grant date fair value of the RSUs or option awards, as applicable, computed in accordance with FASB Topic ASC 718. See the Notes to Consolidated Financial Statements contained in our Annual Report for fiscal 2024 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our RSUs and stock options. For additional information, refer to the footnotes of our Consolidated Financial Statements contained in our Annual Report for fiscal 2024 for the assumptions made in the valuation of the RSUs and option awards. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized by named executive officers. | | (2) For Mr. Radigan, amounts under this column for fiscal years 2024, 2023 and 2022 consisted of only employer contributions for 401(k) plan. | | (3) For Mr. Pera, the amount reported reflects incremental costs for personal use of the Company airplane and is determined by calculating an hourly variable rate (e.g., landing, parking and flight planning fees, fuel expenses based on a rolling average cost per flight, catering, crew travel and other miscellaneous variable costs) for the aircraft and then multiplying the result by the hours flown for personal use and any flight hours for plane repositioning (or “deadhead”) flights associated with personal use of the Company airplane. The amount does not include the fixed costs that do not change based on usage, such as crew salaries and hangar storage costs. In addition, family members and guests of Mr. Pera may occasionally accompany him on business travel on the Company airplane at no or de minimis incremental cost to us. Amount reported also includes reimbursements of FICA taxes related to Mr. Pera’s personal use of Company airplane. |

  20. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable SEC rules, we have prepared the ratio of annual total compensation of our Chief Executive Officer, to the annual total compensation of the median employee of the Company. The pay ratio included in this information is a reasonable estimate calculated in a consistent manner with Item 402(u) of Regulations S-K For fiscal year 2024, the total compensation for the median employee of the Company was $63,402. For fiscal year 2024, our Chief Executive Officer, Mr. Pera did not receive compensation from the Company, other than the incremental costs for personal use of the Company airplane of $810,475. As such, for the fiscal year ended June 30, 2024, the ratio of the annual total compensation of the CEO to the annual total compensation of our median employee was approximately 12.78 to 1. The median employee was identified by reviewing the consistently applied compensation measure of annual cash base salary, per payroll records, for all Ubiquiti employees, including its consolidated subsidiaries, as of June 30, 2024, which was the last pay period for the 2024 fiscal year. Any salaries denominated in foreign currencies were translated to U.S. dollars at the corresponding exchange rate as of June 30, 2024. We used the annual cash base salary as our consistently applied compensation measure as it represents the primary compensation component paid to all of our employees each fiscal year and is the one pay component that has a similar definition and is reported in a similar manner globally. All of the Company’s full time and part time employees were included in the calculation and adjustments were made to annualize base salary for any employees not employed by Ubiquiti for the entire fiscal year or any unpaid leave during the fiscal year. Mr. Pera was excluded from the calculation of median employee for the purposes of this determination. After identifying the median employee based on the criteria described above, the total compensation for this employee was calculated using the same methodology that was used in the 2024 Summary Compensation Table. This pay ratio is an estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. As such, the pay ratio reported by other companies may not be comparable to the pay ratio as reported above.

  21. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table provides information regarding grants of plan-based awards to each of our named executive officers during fiscal 2024.

  22. Grants of Plan-Based Awards for Fiscal 2024

    | Name | Grant Date | Stock Awards (#)(1) | | Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($) | | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | Kevin Radigan | 8/7/2023 | | 1,138 | | — | | — | $ | 194,063 | | Robert J. Pera | — | | — | | — | | — | | — |

  23. Grants of Plan-Based Awards for Fiscal 2024

    (1) Represents an award of RSUs, whereby the shares subject to the award vest with respect to 25% of the shares on each anniversary of July 1, 2024. (2) Represents grant date fair value computed in accordance with FASB Topic ASC 718.

  24. Outstanding Equity Awards at June 30, 2024

    Outstanding Equity Awards at June 30, 2024 The following table presents certain information concerning outstanding equity awards held by each of our named executive officers at June 30, 2024.

  25. Outstanding Equity Awards at June 30, 2024

    | | Stock Awards (1) | | | Name | Number of Shares that Have Not Vested (#) | Market Value of Shares That Have Not Vested ($) (2) | | Kevin Radigan | 2,970 | $432,610(3) | | Robert J. Pera | — | — |

  26. Outstanding Equity Awards at June 30, 2024

    | (1) 292 and 2,678 stock awards listed in this outstanding equity awards table were granted under our 2010 Plan and 2020 Plan, respectively. | | (2) The market value of securities reflected in this table is based upon the closing price of the common stock on June 30, 2024, which was $145.66 per share. | | (3) Include i) 292 RSUs granted on August 18, 2020 that will vest on July 1, 2024; (ii)319 RSUs granted on August 20, 2021, that will vest in substantially equal installments on July 1, 2024, and July 1, 2025;(iii)) 1,221 RSUs granted on August 9, 2022, that will vest in equal installments on July 1, 2024, July 1, 2025, and July 1, 2026 and (iv) 1,138 RSUs granted on August 7, 2023 that will vest in substantially equal installments on July 1, 2024, July 1, 2025, July 1, 2026 and July 1,2027. |

  27. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table presents certain information concerning the vesting of stock awards held by our named executive officers during fiscal 2024.

  28. Option Exercises and Stock Vested in Fiscal 2024

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kevin Radigan | 1,240 | $217,930 | | Robert J. Pera | — | — |

  29. Pension Benefits & Nonqualified Deferred Compensation

    Pension Benefits & Nonqualified Deferred Compensation We do not provide a pension plan for our employees and no named executive officers participated in a nonqualified deferred compensation plan during fiscal 2024.

  30. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We currently have an employment agreement with Mr. Radigan, our Chief Accounting and Finance Officer. The description and table that follow describe the payments and benefits that may be owed by us to this named executive officer upon our named executive officer’s termination under certain circumstances. Employment Agreement with Mr. Radigan The employment agreement with Mr. Radigan provides that, if we terminate Mr. Radigan other than for Cause (as defined below), or if Mr. Radigan terminates his employment for Good Reason (as defined below), Mr. Radigan will continue to receive his then-effective base salary during a six-month severance period (collectively, the “severance payment”), less applicable withholding and deductions, subject to certain reductions and conditions set forth in his employment agreement. In order to receive the severance payment, Mr. Radigan is obligated to provide us with an executed release of claims. For the purpose of the employment agreement with Mr. Radigan, “Cause” means: a.intentional and material dishonesty in the performance of the executive’s duties for the Company; b.conduct (including conviction of or plea of nolo contendere to a felony) which has a direct and material adverse effect on the Company or its reputation; c.material failure to perform the executive’s reasonable duties or comply with his obligations under the employment agreement or the Company’s confidential information and invention assignment agreement after receipt of written notice specifying the failure, if the executive does not remedy that failure within 10 days of receipt of written notice from the Company, which notice will state that failure to remedy such conduct may result in termination for Cause; or d.an incurable material breach of the Company’s confidential information and invention assignment agreement, including, without limitation, theft or other misappropriation of the Company’s proprietary information. For the purpose of the employment agreement with Mr. Radigan, “Good Reason” means, without his consent: a.a material reduction of the executive’s duties, position or responsibilities; b.a more than 10% reduction by the Company in the executive’s base salary as in effect immediately prior to such reduction (other than temporary reductions generally applicable to senior executives of the Company); c.any material breach of Mr. Radigan’s employment agreement by the Company; or d.any office relocation to a location that is more than 50 miles further from the executive’s primary residence. The following table shows the amounts Mr. Radigan would have received in the event of his employment is terminated by the Company without Cause or if Mr. Radigan terminates his employment with the Company for Good Reason, assuming the termination took place on June 30, 2024, the last business day of our most recent completed fiscal year. Mr. Radigan’s employment agreement does not provide any change of control payments.

  31. Potential Payments upon Termination or Change of Control

    | Name | Benefits | Involuntary Termination | | Kevin Radigan | Severance Payment (Salary) | $250,000(1) |

  32. Potential Payments upon Termination or Change of Control

    | (1) The severance payment amount for Mr. Radigan would be divided into 6 equal monthly payments if the executive officer were terminated without Cause or if Mr. Radigan resigned for Good Reason. |

  33. Pay Versus Performance

    Pay Versus Performance As required by pay versus performance Rule 402(v) of Regulation S-K adopted by the SEC in 2022 (“PVP Rules”), we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of the Company. For further information concerning Ubiquiti’s pay-for-performance philosophy and how we align executive compensation with our performance, refer to our “Compensation Discussion and Analysis” (or “CD&A”). In the below pay versus performance table, we provide information about compensation of our named executive officers for each of the last 4 fiscal years (the “Covered Years”). Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our named executive officers actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices, and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price achievement. The PVP Rules require that we: –choose a peer group or index for purposes of total shareholder return (“TSR”) comparisons, and we have chosen to use Standard & Poor’s Computer & Electronics Retail Index for this purpose which we used in our performance graph pursuant to Item 201(e) of Regulation S-K contained in our Annual Report on Form 10-K; –show information about our cumulative TSR, cumulative Peer Group TSR, and our GAAP net income for the Covered Years. –designate one “company-selected measure” as the financial performance measure that is most important to link pay to performance in fiscal year 2024 and present a tabular list of at least three financial performance measures, which in our assessment represent the most important measures to link pay to performance. The Company did not use any financial performance measures to link compensation actually paid to our named executive officers to Company performance for any of the fiscal years presented. Therefore, there is no “company-selected measure” disclosed for purposes of the table or analysis below, nor are there any financial performance measures disclosed as being the most important financial performance measures used by the Company to link compensation actually paid to our named executive officers to Company performance.

  34. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid for PEO (b) | Average Summary Compensation Table Total for Non-PEO NEOs (c) | Average Compensation Actually Paid for Non-PEO NEOs (d) | Value of Initial Fixed $100 Investment Based On: | | Net Income (g) | | | | | | | Total Shareholder Return (e) | Peer Group Total Shareholder Return (f) | | | 2024 | $810,475 | $810,475 | $773,230 | $689,803 | $87 | $112 | $349,960,000 | | 2023 | $976,546 | $976,546 | $1,081,685 | $752,445 | $103 | $104 | $407,641,000 | | 2022 | $478,907 | $478,907 | $722,651 | $542,397 | $144 | $79 | $378,657,000 | | 2021 | $118,629 | $118,629 | $737,573 | $1,206,425 | $180 | $135 | $616,584,000 |

  35. Pay Versus Performance

    (a) Robert J. Pera served as the Company’s principal executive officer (PEO) for fiscal years 2021, 2022, 2023 and 2024. The amounts reported are the total compensation reported in the Summary Compensation Table for the applicable fiscal year for Mr. Pera. (b) Amounts reported in this column represent the “compensation actually paid” to Mr. Pera based on the total compensation reported in the Summary Compensation Table for each fiscal year, as adjusted in accordance with SEC rules. For 2024, Mr. Pera’s total compensation reported in the Summary Compensation Table was adjusted as shown in the table below. For information on the calculation of “compensation actually paid” for fiscal years 2021, 2022 and 2023, please see the “pay versus performance” disclosure in our 2023 definitive proxy statement.

  36. Pay Versus Performance

    | PEO | | | | | | 2024 | | | Summary Compensation Table - Total Compensation | $810,475 | | - | Grant date fair value of stock awards and option awards granted in fiscal year | — | | + | Fair value at fiscal year end of outstanding and unvested stock awards and option awards granted in fiscal year | — | | + | Change in fair value of outstanding and unvested stock awards and option awards granted in prior fiscal rears | — | | + | Fair value at vesting of stock awards and option awards granted in fiscal year that vested during fiscal year | — | | + | Change in fair value as of vesting date of stock awards and option awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | — | | - | Fair value as of prior fiscal year end of stock awards and option awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | | = | Compensation Actually Paid | $810,475 |

  37. Pay Versus Performance

    (c) Kevin Radigan served as the Company’s other named executive officer for fiscal years 2021, 2022, 2023 and 2024. Amounts reported are the total compensation reported in the Summary Compensation Table for the applicable fiscal year for Mr. Radigan. (d) Amounts reported in this column represent the “compensation actually paid” to Mr. Radigan based on the total compensation reported in the Summary Compensation Table for each fiscal year, as adjusted in accordance with SEC rules. For 2024, Mr. Radigan’s total compensation reported in the Summary Compensation Table was adjusted as shown in the table below. For information on the calculation of “compensation actually paid” for fiscal years 2021, 2022 and 2023, please see the “pay versus performance” disclosure in our 2023 definitive proxy statement.

  38. Pay Versus Performance

    | NEO Average | | | | | | 2024 | | | Summary Compensation Table - Total Compensation | $773,230 | | - | Grant date fair value of stock awards and option awards granted in fiscal year | 194,063 | | + | Fair value at fiscal year end of outstanding and unvested stock awards and option awards granted in fiscal year | 165,761 | | + | Change in fair value of outstanding and unvested stock awards and option awards granted in prior fiscal rears | (55,125) | | + | Fair value at vesting of stock awards and option awards granted in fiscal year that vested during fiscal year | — | | + | Change in fair value as of vesting date of stock awards and option awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | — | | - | Fair value of prior fiscal year end of stock awards and option awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | | = | Compensation Actually Paid | $689,803 |

  39. Pay Versus Performance

    Equity Award Valuations: Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (e) Cumulative TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported above and that all dividends were reinvested until the last day of each reported Covered Year. (f) Peer group TSR is calculated by assuming that a $100 investment was made in the Standard & Poor’s Computer & Electronics Retail Index, an independently prepared index that includes companies in the industry, on the day prior to the first fiscal year reported above and that all dividends were reinvested until the last day of each reported fiscal year. (g) The PVP Rules require the disclosure of our GAAP net income for each year. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.