Ronald A. Sege
UbiquitiAbout Ronald A. Sege
Ronald A. Sege is Ubiquiti’s lead independent director and Class II director; age 68 as of October 24, 2025, with board tenure since October 2012. He holds a B.A. in Economics from Pomona College and an M.B.A. from Harvard Business School, and brings extensive operating and board leadership experience across networking, broadband, and technology firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Echelon Corporation | President, CEO, Chairman | 2010–2018 | Led energy control networking solutions; board leadership |
| 3COM Corporation | President, COO; Board Member | 2008–2010 | Senior operator; board experience |
| Tropos Networks | President & CEO | 2004–2008 | Wireless broadband networks leadership |
| Ellacoya Networks | President & CEO | 2001–2004 | Broadband service optimization via DPI |
| Lycos | EVP | 1998–2001 | Internet search operations leadership |
| 3COM (earlier career) | EVP/VP roles | prior to 1998 | Multiple executive roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benhamou Global Ventures | Operating Partner | Since late 2018 | Venture capital operating partner |
Board Governance
- Lead Independent Director; one of three independent directors on a four-member board .
- Committee assignments: Member—Audit; Compensation; Nominating & Corporate Governance. Chair—Nominating & Corporate Governance .
- Independence status: Board determined Mr. Sege is independent under NYSE rules (most recent review October 2025; also affirmed in 2024 and 2023) .
- Attendance and engagement:
- Board meetings held: 4 in FY2025; all directors attended all Board and committee meetings (100% attendance) .
- Independent directors held executive sessions at every Board meeting in FY2025 .
- Committee activity:
- Audit Committee met 18 times in FY2025; chaired by Rafael Torres (audit committee financial expert) .
- Compensation Committee met 4 times in FY2025; chaired by Brandon Arrindell .
- Nominating & Corporate Governance Committee met 4 times in FY2025; chaired by Mr. Sege .
- Policies:
- Insider Trading Policy and prohibition on hedging/derivative transactions apply to directors .
- Executive clawback policy adopted in 2023 (executive officers; administered by Compensation Committee) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual Director Retainer (Cash) | $200,000 | $200,000 | $200,000 |
| Committee Membership Fees | $0 (none paid) | $0 (none paid) | $0 (none paid) |
| Committee Chair Fees | $0 (none paid) | $0 (none paid) | $0 (none paid) |
| Meeting Fees | $0 (none paid) | $0 (none paid) | $0 (none paid) |
| Equity Grants (Stock Awards) | $0 | $0 | $0 |
Notes: Directors are reimbursed for travel/lodging on a discretionary basis; Ubiquiti uses a single fixed cash retainer and does not pay incremental committee or chair fees .
Performance Compensation
No performance-based or equity-linked director compensation disclosed: no RSUs/PSUs, options, performance metrics, or vesting schedules for directors; Ubiquiti does not maintain director stock ownership guidelines .
Other Directorships & Interlocks
| Company | Type | Role | Status |
|---|---|---|---|
| 3COM Corporation | Public (historical) | Board Member (and President/COO) | Prior role |
| Echelon Corporation | Public (historical) | Chairman | Prior role |
- Compensation Committee Interlocks: None reported; no executive officer interlocks with other issuers’ boards/comp committees in FY2025/FY2024/FY2023 .
Expertise & Qualifications
- Board leadership and CEO experience across multiple tech/networking firms (Echelon, 3COM, Tropos, Ellacoya) .
- Governance expertise (chairs Nominating & Corporate Governance Committee; Lead Independent Director) .
- Economics and MBA training (Pomona College; Harvard Business School) .
- Audit/financial literacy at board level; Audit Committee membership (financial expert designation resides with Rafael Torres) .
Equity Ownership
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 0 | 0 | 0 |
| Ownership as % of Outstanding | N/A (0%) | N/A (0%) | N/A (0%) |
| Shares Outstanding (Reference) | 60,447,948 | 60,470,349 | 60,499,655 |
| Pledged/Hedged Shares | No pledges disclosed for Mr. Sege; company prohibits hedging by directors |
Governance Assessment
- Strengths:
- Lead Independent Director role and chair of Nominating & Corporate Governance indicate strong independent oversight and board process leadership .
- Confirmed independence and 100% meeting attendance across FY2025; regular executive sessions among independents reflect active oversight .
- Robust audit committee cadence (18 meetings in FY2025) and designated financial expert (Torres) support financial reporting oversight .
- Hedging prohibition and executive clawback regime (for officers) align with governance best practices .
- Alignment concerns:
- No director equity grants and zero beneficial ownership for Mr. Sege across three years; absence of stock ownership guidelines may weaken director-stockholder alignment.
RED FLAG: 0 share ownership by an independent director; no director ownership guidelines .
- No director equity grants and zero beneficial ownership for Mr. Sege across three years; absence of stock ownership guidelines may weaken director-stockholder alignment.
- Conflicts/related-party exposure:
- No related-party transactions involving Mr. Sege disclosed; overall related-party activity limited (FY2025 sales to Memphis Grizzlies controlled by CEO) . FY2024 and FY2023 report no related-party transactions .
Committee & Attendance Snapshot
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Board Meetings Held | 4; all directors 100% attendance | 4; all directors 100% attendance | 4; all directors 100% attendance |
| Audit Committee Meetings | 16 | 17 | 18 |
| Compensation Committee Meetings | 4 | 4 | 4 |
| Nominating & Corporate Governance Meetings | 4 | 4 | 4 |
| Mr. Sege Roles | Member: Audit/Comp/Nominating; Chair: Nominating | Member: Audit/Comp/Nominating; Chair: Nominating | Member: Audit/Comp/Nominating; Chair: Nominating; Lead Independent Director |
Director Compensation Structure (Summary)
- Retainer-only model: $200,000 cash; no meeting, committee, or chair fees; no routine equity grants to directors .
Shareholder Votes & Policies (Context)
- Say-on-pay frequency recommended at two years (2024 proxy); next say-on-pay expected at 2026 Annual Meeting; considered in future decisions by Compensation Committee .
- Insider Trading Policy and prohibition on hedging/derivative transactions apply to directors .
Overall, Ronald A. Sege provides seasoned independent oversight with strong committee leadership and attendance. The principal governance risk is low ownership alignment given the lack of director equity and stock ownership guidelines, though independence, executive sessions, and committee activity mitigate board effectiveness concerns .