Rafael Torres
UbiquitiAbout Rafael Torres
Rafael Torres (age 57) has served as an independent director of Ubiquiti Inc. since October 2013 and currently is a Class I director; he is a CPA (Inactive) with a B.S. in Accounting from Santa Clara University and is designated by the Board as an “audit committee financial expert.” He is the founding principal of X Point Capital LLC (since August 2025) and previously held CFO roles across multiple technology companies; he serves on all three board committees and chairs the Audit Committee. He attended 100% of Board and applicable committee meetings in fiscal 2025, and the Board has affirmatively determined his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redis | Chief Financial Officer | Nov 2018 – Oct 2024 | Senior finance leadership, database software company |
| Instart Logic | Chief Financial Officer | 2015 – Jul 2018 | Cloud services; website/app performance focus |
| OCZ Storage Solutions | Chief Financial Officer | 2013 – 2015 | High‑performance solid state storage provider |
| Capella Photonics | CFO & VP Finance | 2008 – 2013 | Optical switching subsystems (privately held) |
| Power Integrations | CFO & VP Finance | 2006 – 2008 | Power conversion ICs provider |
| PLX Technology | CFO & VP Finance | 2000 – 2006 | Semiconductor connectivity solutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| X Point Capital LLC | Founding Principal | Aug 2025 – present | Private investment firm focused on technology and AI infrastructure |
Board Governance
- Board class/tenure: Class I director; term for Class I expires at the 2027 annual meeting; Board currently has four members .
- Independence: Board determined Torres is independent under NYSE rules; majority of Board is independent .
- Committees: Serves on Audit, Compensation, and Nominating & Corporate Governance Committees .
- Chair roles and expertise: Chair of Audit Committee; designated as “financial expert” under SEC rules; Audit Committee met 18 times in FY2025 .
- Other committee leadership: Compensation Committee chaired by Brandon Arrindell; Nominating & Corporate Governance Committee chaired by Ronald A. Sege; each met 4 times in FY2025 .
- Attendance: Board held 4 meetings in FY2025; all directors attended all Board and committee meetings; independent directors held executive sessions at every Board meeting without management .
- Lead Independent Director: Ronald A. Sege serves as Lead Independent Director .
| Committee | Members | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Arrindell; Sege; Torres | Rafael Torres | 18 |
| Compensation | Arrindell; Sege; Torres | Brandon Arrindell | 4 |
| Nominating & Corporate Governance | Arrindell; Sege; Torres | Ronald A. Sege | 4 |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual retainer (cash) | $200,000 | $200,000 |
| Committee membership fees | $0 (no additional committee compensation) | $0 (no additional committee compensation) |
| Meeting fees | Not disclosed (none stated) | Not disclosed (none stated) |
| Reimbursements | Travel/lodging reasonable expenses reimbursed | Travel/lodging reasonable expenses reimbursed |
Director compensation received by Rafael Torres:
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $200,000 | $200,000 |
| Stock Awards | $0 | $0 |
| Total | $200,000 | $200,000 |
Performance Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| RSU/PSU grants | None disclosed for directors | None disclosed for directors |
| Option grants | None disclosed for directors | None disclosed for directors |
| Performance metrics tied to director pay | None disclosed (director pay is fixed cash retainer) | |
| Vesting schedules (director equity) | Not applicable (no director equity grants) | Not applicable (no director equity grants) |
Company has no stock ownership guidelines, reducing formal ownership alignment requirements for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Rafael Torres |
| Committee roles at other public companies | None disclosed |
| Interlocks (shared directorships with competitors/suppliers/customers) | None disclosed; Compensation Committee interlocks/insider participation: none; no member has served as an officer of the Company |
Expertise & Qualifications
- Financial leadership background across semiconductors, storage, cloud/software; extensive CFO experience .
- CPA (Inactive); B.S. in Accounting (Santa Clara University) .
- Audit Committee financial expert per SEC rules; financially literate under NYSE standards .
Equity Ownership
| Metric (as of Oct 17, 2025) | Value |
|---|---|
| Shares beneficially owned | 10,000 |
| % of shares outstanding | Less than 1% (based on 60,499,655 shares outstanding) |
Policies:
- Insider Trading Policy prohibits hedging and transactions in publicly traded options or derivatives with respect to Company securities .
- Company does not have stock ownership guidelines .
Governance Assessment
- Oversight strength: As Audit Chair and SEC-defined financial expert, Torres leads audit committee oversight (18 meetings in FY2025) including responsibilities for auditor selection, independence, internal controls, and related party transactions—indicating high engagement and robust financial governance .
- Independence and attendance: Board affirmed his independence; 100% attendance across Board and committee meetings in FY2025 supports effective participation and oversight continuity .
- Compensation alignment: Director compensation is all cash (no equity) and the Company lacks stock ownership guidelines; while hedging is prohibited, the absence of equity grants and formal ownership requirements reduces explicit long-term ownership alignment mechanisms for directors .
- Conflicts/related parties: No related‑party transactions disclosed involving Torres; audit committee (chaired by Torres) oversees related‑party approvals under charter, and the only disclosed related party transaction pertains to sales to the Memphis Grizzlies (CEO’s controlled entity) on market terms .
- Ownership context: CEO controls ~93% of shares; Torres holds 10,000 shares (<1%), underscoring concentrated voting power dynamics and limited director ownership influence .
RED FLAGS
- No stock ownership guidelines for directors .
- All‑cash director pay with no equity grants for FY2024–FY2025 .
- Highly concentrated ownership with CEO holding ~93% of outstanding shares .