Brandon Arrindell
UbiquitiAbout Brandon Arrindell
Brandon Arrindell (age 39) is a Class I independent director of Ubiquiti Inc., serving since August 2021; he is a Senior Analyst & Principal at Southeastern Asset Management, CEO/Portfolio Manager at Greenwood Pine Partners (since August 2021), a CFA charterholder, and holds a B.A. in Economics from Harvard University . He previously worked as an Investment Banking Analyst in Morgan Stanley’s M&A Group and advises the Investment Committee of Golden Palm Investments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley (M&A Group) | Investment Banking Analyst | Not disclosed (prior to joining Southeastern) | Transaction execution and M&A analytics experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southeastern Asset Management | Senior Analyst & Principal | Since 2010 | Investment management; public markets research |
| Greenwood Pine Partners | CEO & Portfolio Manager | Since Aug 2021 | Investment management leadership |
| Golden Palm Investments | Advisor, Investment Committee | Current | Africa-based investment holding company |
Board Governance
- Board structure, tenure, and independence: Arrindell is a Class I director (term aligned with Class I, next scheduled expiration in 2027) and the Board has determined he is independent under NYSE rules and Section 10A(m)(3) of the Exchange Act .
- Committee assignments and roles (FY2025 meeting cadence):
- Compensation Committee – Chair; met 4 times in FY2025 .
- Audit Committee – Member; met 18 times in FY2025 .
- Nominating & Corporate Governance Committee – Member; met 4 times in FY2025 .
- Attendance and engagement: In FY2025, the Board held 4 meetings and all directors attended all Board and committee meetings; independent directors held an executive session at every Board meeting .
- Lead Independent Director: Ronald A. Sege serves as Lead Independent Director .
- Interlocks: Compensation Committee interlocks/insider participation disclosures indicate no interlocks and no member (including Arrindell) has been an officer/employee of the Company .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Cash Retainer (Non-Employee Director) | $200,000 | $200,000 |
| Committee Fees | $0 (no additional committee fees) | $0 (no additional committee fees) |
| Stock/Equity Awards | $0 | $0 |
| Total Director Compensation (Arrindell) | $200,000 | $200,000 |
Notes: Directors receive reimbursement for reasonable travel/lodging expenses related to meetings; no formal reimbursement policy is stated beyond practice .
Performance Compensation
- No performance-based director compensation is disclosed (no RSUs/PSUs/options or performance metrics for directors) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Arrindell in the Company’s proxy biography .
- Compensation Committee interlocks: None; the Company reports no interlocks or insider participation for Compensation Committee members (Arrindell, Sege, Torres) .
Expertise & Qualifications
- Capital markets and investment management expertise (Southeastern Asset Management; Greenwood Pine Partners), M&A analytics (Morgan Stanley), CFA charterholder, and Harvard Economics B.A. .
- Board skill fit: Finance and management experience cited as attributes qualifying him to serve .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Oct 17, 2025) | 0 shares; percentage N/A |
| Ownership Guidelines | Company states it does not currently have stock ownership guidelines |
| Hedging/Pledging | Insider Trading Policy prohibits hedging/derivatives transactions; pledging not specifically disclosed |
| Alignment Implication | With no disclosed director equity grants and no ownership guidelines, director equity alignment appears limited |
Related-Party Exposure and Conflicts
- Related-party review/approval: Audit Committee (of which Arrindell is a member) reviews and oversees related party transactions .
- Disclosed RPTs: The proxy discloses product sales to the Memphis Grizzlies (controlled by CEO/Chairman Robert Pera) totaling ~$270,000 in FY2025; no related-party transactions involving Arrindell are disclosed .
- Appointment disclosure: On appointment (July 30, 2021 8-K), the Company stated no transactions with Arrindell requiring disclosure under Item 404(a), and he entered into the standard Director Indemnification Agreement .
Say‑on‑Pay and Shareholder Voting Signals
- 2024 Annual Meeting results (Dec 5, 2024):
- Director election – Arrindell: For 57,374,812; Withhold 438,858; Broker Non-Votes 1,648,476 (approved) .
- Say‑on‑Pay: For 57,682,600; Against 117,322; Abstain 13,748; Broker Non-Votes 1,648,476 (approved) .
- Say‑on‑Pay Frequency: “Two Years” approved (56,570,375 votes) .
- Next Say‑on‑Pay: Company discloses biennial cadence; next advisory vote to occur at 2026 Annual Meeting .
Governance Environment Context
- Board composition: Four directors; classified board (three classes) .
- Ownership concentration: CEO/Chairman Robert J. Pera beneficially owns ~93% (56,278,181 shares) as of Oct 17, 2025—high control implications for minority shareholders .
- Clawback policy: Adopted in 2023 for current/former executive officers; overseen/administered by the Compensation Committee chaired by Arrindell .
Governance Assessment
-
Positives
- Independent director with strong finance/M&A credentials; chairs Compensation Committee and serves on Audit and Nominating & Governance, indicating broad committee influence and subject-matter depth .
- High engagement: 100% attendance across Board/committees in FY2025; independent directors meet in executive session at every Board meeting .
- Risk controls: Hedging prohibited by policy; Compensation Committee administers an executive officer clawback policy adopted under NYSE/Rule 10D‑1 .
- Shareholder support: Strong vote support for Arrindell’s election and Say‑on‑Pay in 2024 .
-
Watch items / potential red flags
- Alignment: Arrindell disclosed 0 shares beneficially owned; the Company has no stock ownership guidelines—combined with cash‑only director pay and no equity grants—this may weaken director-shareholder alignment optics .
- Control risk: Extremely concentrated ownership by CEO/Chairman (~93%) limits minority investor influence and may heighten the importance of independent committee oversight (including Arrindell’s roles) .
- Related‑party oversight: Only disclosed RPT involves CEO’s NBA team; Audit Committee (including Arrindell) oversees these transactions—continued monitoring remains warranted .