The purpose of the Nominating and Governance Committee of the Board of Directors (the "Board") of Ubiquiti Networks, Inc. (the "Company") is to focus on issues relating to the composition and operation of the Board. The Nominating and Governance Committee provides assistance to the Board in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board, and review and consideration of developments in corporate governance practices. The Nominating and Governance Committee's goal is to attempt to ensure that the Board is properly constituted to meet its fiduciary obligations to the Company's stockholders and the Company and that the Company has and follows appropriate corporate governance standards. In addition, the Nominating and Governance Committee will undertake those specific responsibilities listed below and such other duties or responsibilities as the Board may from time to time prescribe.
The Nominating and Governance Committee should be composed of at least two directors of the Company who are independent as determined in accordance with the rules of the NASDAQ Stock Market and up to one non-independent director under the "exceptional and limited circumstances" exception of the rules of the NASDAQ Stock Market. The members of the Nominating and Governance Committee will be appointed by the members of the Board who are independent as determined in accordance with the rules of the NASDAQ Stock Market, and the members of the Nominating and Governance Committee will serve at the discretion of the Board.
The responsibilities of the Nominating and Governance Committee shall include the following:
- Develop a Board capable of advising the Company's management in fields related to current or future business directions of the Company;
- Approve all nominees for membership on the Board, including the slate of director nominees to be proposed by the Board to the Company's stockholders for election or any director nominees to be elected or appointed by the Board to fill interim director vacancies on the Board;
- Review director nominees submitted by stockholders of the Company;
- Provide recommendations to the Board for the appointment of directors to committees of the Board and suggest rotations for chairpersons of committees of the Board as it deems desirable from time to time; and
- Evaluate and recommend to the Board the termination of membership of individual directors in accordance with the Board's corporate governance principles, for cause or other appropriate reasons (including, without limitation, as a result of changes directors' employment or employment status).
- Regularly review issues and developments relating to corporate governance issues and formulate and recommend corporate governance standards to the Board;
- Review and make recommendations to the Board regarding the structure and delegated responsibilities of each committee of the Board to be included in the charter of each such committee of the Board;
- Evaluate and recommend any revisions to meeting policies and logistics of the Board and committees of the Board;
- Consider and recommend changes in the size of the Board;
- Periodically solicit input from the Board and conduct a review and evaluation of the effectiveness of the operation of the Board and its committees, including reviewing corporate governance and operating practices; and
- Periodically evaluate and recommend to the Board an appropriate member of the Audit Committee of the Board to serve as the "audit committee financial expert" as determined in accordance with the rules and regulations of the Securities and Exchange Commission.
- The Nominating and Governance Committee shall periodically review its own charter (including the structure, processes and membership requirements of the Nominating and Governance Committee) and recommend any proposed changes to the Board for approval. In addition, the Nominating and Governance Committee shall periodically review its own performance.
The Nominating and Governance Committee will meet a minimum of twice per year and more frequently as circumstances require.
The Nominating and Governance Committee shall have authority to obtain advice and assistance from internal or external legal, accounting, search firms or other advisors.
The Nominating and Governance Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
The Nominating and Governance Committee shall make regular reports to the Board of actions taken at its regular and/or special meetings.
Members of the Nominating and Governance Committee shall receive such fees, if any, for their service as Nominating and Governance Committee members as may be determined by the Board in its sole discretion. Fees may be paid in such form of consideration as is determined by the Board.
Except as permitted under applicable laws and the rules and regulations of the Securities and Exchange Commission, FINRA and The NASDAQ Stock Market, members of the Nominating and Governance Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof or as Chairman of the Board or Chair of any committee of the Board.
The Nominating and Governance Committee may form and delegate authority to subcommittees when appropriate.
Ron Sege has served as our director since October 2012. Mr. Sege has served as a director and president and chief executive officer of Echelon Corporation since August 2010. He has been chairman of the board of directors of Echelon since October 2011. He served as president, chief operating officer, and board member of 3Com Corporation from 2008 through its acquisition by HP. Prior to 3Com, Mr. Sege was president and chief executive officer of Tropos Networks, Inc., a provider of wireless broadband networks, from 2004 to 2008. Prior to Tropos, Mr. Sege was president and chief executive officer of Ellacoya Networks, Inc., a provider of broadband service optimization solutions based on deep packet inspection technology. Mr. Sege also served as executive vice president of Lycos, Inc., the Internet search engine. During the nine year period from 1989-1998, he served in a variety of senior management roles at 3Com Corporation, including executive vice president, Global Systems Business Unit. Mr. Sege holds an MBA from Harvard University and a bachelor's degree from Pomona College.
Mr. Hurlston has served as one of our directors since August 2016. Mr. Hurlston is Senior Vice President and General Manager of the Wireless Communications and Connectivity Division at Broadcom Limited, a leading developer and supplier of a broad range of semiconductor solutions (“Broadcom”). Prior to his current role, he held senior leadership positions in sales, marketing and general management at Broadcom. Prior to joining Broadcom in 2001, Mr. Hurlston held senior marketing and engineering positions at Oren Semiconductor, Avasem, Integrated Circuit Systems, Micro Power Systems, Exar and IC Works. Mr. Hurlston holds a B.S. and M.S. in Electrical Engineering and an M.B.A from the University of California, Davis.
Mr. Torres has served as one of our directors since October 2013. Mr. Torres currently serves as the Chief Financial Office of Instart Logic. Instart Logic is a cloud services company primarily focused on Web site 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 leader in 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 of directors, including his industry, operations, management, and finance experience.