Monitor the audit committee composition — the company remains non-compliant with NYSE's 3-member minimum requirement after director Sege's passing. The board expects to appoint an additional independent director; any delay or difficulty in finding a qualified candidate could raise governance concerns. The say-on-pay vote will provide a gauge of minority shareholder sentiment on executive compensation, though CEO Pera's 93% ownership effectively controls all outcomes.
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Executive Summary
Ubiquiti Inc. filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held virtually on December 3, 2026. The meeting will include the election of CEO Robert J. Pera as the sole Class III director nominee, ratification of KPMG as auditor, and a non-binding advisory vote on executive compensation. The filing is routine with no contested matters or shareholder proposals, and CEO Pera, who owns 93% of shares, received no salary or equity — his only compensation was $1.09M in perquisites for personal aircraft use.
Key Facts
- CEO Robert J. Pera owns 93% of outstanding shares (56,278,181 of 60,501,749 shares)
- CEO Pera received $0 salary and $0 equity in FY2026; total compensation of $1,088,017 was entirely perquisites (personal aircraft use and related FICA tax reimbursement)
- CFO Kevin Radigan earned $500,000 salary, $200,000 bonus, and $213,468 in RSU grants for total compensation of $916,968
- Non-employee directors receive $200,000 annual cash retainer; no stock awards
- Audit committee has only 2 members after director Ronald Sege's passing in November 2025 — company is non-compliant with NYSE 3-member minimum and expects to appoint a new member
- KPMG audit fees were $2,470,000 for FY2026, down from $2,638,000 in FY2025
- Net income grew to $960.3M in FY2026 from $711.9M in FY2025 (35% YoY increase)
- Cumulative TSR on $100 investment: $180 at FY2026 vs $138 at FY2025
- Related party transaction: $467,000 in sales to Memphis Grizzlies (owned by CEO Pera)
- One late Form 4 filing by Kevin Radigan (filed August 20, 2026, inadvertently late)
Financial Impact
No material financial impact from this routine proxy filing. Key financial data disclosed: FY2026 net income $960.3M, cumulative TSR $180 on $100 investment, audit fees $2.47M.
Risk Factors
- Audit committee non-compliance with NYSE listing standard requiring minimum 3 members — company expects to appoint new member but no timeline given
- Extreme concentration of voting power with CEO Pera (93% ownership) — minority shareholders have no practical ability to influence board elections or proposals
- CEO compensation entirely in perquisites (personal aircraft) with no performance-based component — potential governance concern for minority shareholders
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001511737-26-000063 |
| Document: 0001511737-26-000063-index-headers.html | 0001511737-26-000063 |
| Document: 0001511737-26-000063-index.html | 0001511737-26-000063 |
| Document: 0001511737-26-000063.txt | 0001511737-26-000063 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | DEF 14A | $584.72 | awaiting T+20 | — | $599.53 (+2.53%) |
Aug 21, 2026 9w ago | 8-K | $559.00 $586.17 | ▲ +4.86% | ▲ +5.39% | $599.53 (+7.25%) |
Jun 11, 2026 19w ago | Institutional Cluster | $588.73 $550.99 | ▼ −6.41% | ▼ −8.19% | $599.53 (+1.83%) |
May 8, 2026 24w ago | 8-K | $842.10 $567.33 | ▼ −32.63% | ▼ −32.65% | $599.53 (−28.81%) |
US Market Status
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