signing and delivering a new paper proxy, relating to the same shares and bearing a later date than the original proxy;

submitting another proxy by telephone or over the Internet (your latest telephone or Internet voting instructions are followed); or

attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, by itself, revoke a proxy.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Switch, Inc.

7135 S. Decatur Blvd.

Las Vegas, NV 89118

Attention: ~~Corporate~~ Secretary

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See below regarding how to vote in person if your shares are held in ~~street~~“street name.”

Voting in Person, Attendance at the Annual Meeting

If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from the record holder of the shares, which is the broker, bank or other nominee, authorizing you to vote at the Annual Meeting.

Stockholders who wish to attend the Annual Meeting will be required to present verification of ownership of our common stock, such as a bank or brokerage firm account statement, and will be required to present a valid government-issued picture identification, such as a driver’s license or passport, to gain admittance to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the coronavirus, orCOVID-19, and are sensitive to the public health and travel concerns that our stockholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include changing the time, date or location of the Annual Meeting or switching to a virtual meeting format. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission (the “SEC”).

Quorum and Votes Required

The inspector of elections appointed for the Annual Meeting will tabulate votes cast by proxy or in person at the Annual Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority in voting power of all of the

shares of the stock entitled to vote at the Annual Meeting must be present in person or represented by proxy at the Annual Meeting. Shares that abstain from voting on any proposal, or that are represented by brokernon-votes (as discussed below), will be treated as shares that are present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present.

Brokers or other nominees who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters that are certain“non-routine” matters without specific voting instructions from the beneficial owner. Thesenon-voted shares are referred to as “brokernon-votes.” If your broker holds your common stock in “street name,” your broker will vote your shares on“non-routine” proposals only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this proxy statement. Only Proposal No. 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Proposal No. 1 (election of directors), isProposal No. 3 (advisory proposal to approve executive compensation) and Proposal No. 4 (advisory proposal on how frequently stockholders should vote to approve executive compensation) are not considered a routine ~~matter,~~matters, and without your instruction, your broker cannot vote your shares.

Proposal No. 1: Election of Directors. A plurality of the votes cast in the election of directors at the Annual Meeting is required for the election of directors. Accordingly, the six director nominees receiving the highest number of votes will be elected. Abstentions and brokernon-votes will have no effect on the outcome of the election of directors.

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Thus, the number of votes “for” must exceed the number of votes “against.” Abstentions are considered to be votes not cast on this proposal and thus will have no effect. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, thus brokernon-votes are not expected to result from the vote on Proposal No. 2.

Proposal No. 3: Advisory Vote on Executive Compensation. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for the advisory vote on executive compensation. Thus, the number of votes “for” must exceed the number of votes “against.” Abstentions and brokernon-votes will have no effect on the outcome of Proposal No. 3.

Proposal No. 4: Advisory Vote on How Frequently Stockholders Should Vote to Approve Executive Compensation. For Proposal No. 4, if a majority of the votes cast do not favor one of the three frequencies, we will consider that the stockholders have recommended whichever option (one, two or three years) that receives the greatest number of votes cast. Abstentions and brokernon-votes will have no effect on the outcome of Proposal No. 4.

Solicitation of Proxies

Our Board is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of the Notice or proxy statement by mail, we will request that brokers, banks and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, send Notices, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We do not intend to hire a proxy solicitor to assist in the solicitation of proxies. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by telephone, Internet, facsimile or special delivery letter.

Stockholder List

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at Switch’s principal executive office during regular business hours for a period of no less than ten days prior to the Annual Meeting.

Forward-Looking Statements

This proxy statement contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form10-K for the year ended December 31, ~~2017~~2019 and in our periodic reports on Form10-Q and our current reports on Form~~Form~~ 8-K.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Board Nominees

Pursuant to our Articles of Incorporation and our Amended and Restated Bylaws (the “Bylaws”), the total number of directors constituting the Board shall be fixed from time to time by the Board. Based upon the recommendation of our Nominating and Corporate Governance Committee, the Board has resolved that the number of directors constituting the entire Board remain at six, and has nominated each of Switch’s current directors set forth below for election at the Annual Meeting. Each director elected at the Annual Meeting will serve aone-year term until Switch’s next annual meeting and until his or her successor is duly elected or appointed and qualified, or until ~~his or her~~the earlier of such director’s death, retirement, disqualification, resignation or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the six nominees named in this proxy statement.

The Board and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes and experience of our directors provide Switch with business acumen and a diverse range of perspectives to engage each other and management to address effectively Switch’s evolving needs and represent the best interests of Switch’s stockholders.

Nominees, Independence and Current Committee ~~Positions.~~Positions


Name	Age	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Rob Roy	4951	No
Donald D. Snyder*	7072	Yes		M	C
~~Tom Thomas~~	60	No		C	M
~~Bryan Wolf~~	54	~~Yes~~	M	M
Zareh Sarrafian	5456	Yes	M		M
Kim Sheehy	5355	Yes	C	M
Tom Thomas	62	No
Bryan Wolf	56	Yes	M	C

*	Lead Independent ~~Director.~~Director

“C”	indicates chair; “M” indicates member

Vacancies on the Board, including any vacancy created by an increase in the size of the Board, may be filled only by a majority of the directors remaining in office, even though less than a quorum of the Board, or a sole remaining director, and not by stockholders. A director elected by the Board to fill a vacancy will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until the earlier of such director’s ~~earlier~~death, retirement, disqualification, resignation ~~disqualification, removal~~ or ~~death.~~removal.

If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

Information about Director Nominees

Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences that led the Board to conclude that each nominee should serve on the Board at this time. In order to better understand the biographical information set forth below, please note that Switch, Inc. was formed in June 2017, and our initial public offering closed in October 2017. Our predecessor is Switch, Ltd. The Board of Managers of Switch, Ltd. is referred to as our Predecessor Board.

Rob Roy. Mr. Roy is our Founder and has served as our Chief Executive Officer and as our Chairman of the Board since our formation and served as Chief Executive Officer and as Chairman of our Predecessor Board from 2003 until the closing of our initial public offering. Mr. Roy first began developing data center facilities in 2000, merging several predecessor companies into Switch, Ltd. after its formation. We believe that Mr. Roy is qualified to serve as a member of our Board based on the perspective and experience he brings as our Founder, Chief Executive Officer and Chairman as well as his widely recognized technological leadership in the industry.

Donald D. Snyder. Mr. Snyder has served as a member of our Board since our formation and served as a member of our Predecessor Board from 2006 until the closing of our initial public offering. His professional career began with 22 years at First Interstate Bancorp (now Wells Fargo), culminating as Chairman and Chief Executive Officer of the bank’s affiliate in Nevada. He moved to the casino hospitality industry, becoming a director and the president of publicly held Boyd Gaming Corporation from 1997 until his retirement in 2005 to pursue interests in community building and public service. Following service from 2010 as dean of the Harrah College of ~~Hotel Administration~~Hospitality at the University of Nevada, Las Vegas (“UNLV”), Mr. Snyder served as Acting President of UNLV in 2014. ~~Since January 2015,~~Subsequently, he ~~has~~ served as Presidential Advisor at ~~UNLV.~~UNLV for three years from January 2015. Mr. Snyder serves as a director, chair of the Governance Committee, and member of the Risk Committee of Western Alliance Bancorporation, a publicly held commercial bank holding ~~company, and~~company. Mr. Snyder served as a director ~~chair of the Compensation Committee, and member of the Corporate Governance Committee~~ of Tutor Perini Corporation, a publicly held construction ~~company.~~company, from September 2008 to May 2019. He has served as a director on several public and private company boards, numerousnon-profit entities, and several state and local public sector commissions and committees over the past 25 years. His ~~current~~non-corporate service includes The Smith Center for the Performing Arts (Chairman), the Nathan Adelson Hospice (past Chairman), UNLV Foundation (past Chairman)~~, Clark County School District’s Oversight Panel for School Facilities (Chairman)~~, and the Regional Transportation Commission’s Transportation Resource Advisory Committee (Chairman). Mr. Snyder holds a Bachelor of Science in Business Administration from the University of Wyoming and completed the Graduate School of Credit & Financial Management at Stanford University. We believe Mr. Snyder is qualified to serve as a member of our Board based on his understanding of our business, history and organization, as well as his leadership skills, ~~banking and regulatory expertise and management expertise.~~

~~Tom Thomas.~~Mr. Thomas has served as a member of our Board since our formation and served as a member of our Predecessor Board from 2004 until the closing of our initial public offering. Mr. Thomas held various executive positions with Valley Bank of Nevada until its merger with Bank of America in 1992. After the merger and since 1992 he has served as a managing partner of Thomas & Mack Co., an investment management and commercial real estate development company with properties and developments in Nevada, California, Arizona and Utah. He also serves as a director of Southwest Gas Holdings, Inc., a publicly held energy and construction company, where he is a member of the Audit Committee and Nominating and Corporate Governance Committee. Mr. Thomas is actively involved in numerous charitable organizations including the Opportunity Village Foundation, the UNLV Foundation Advisory Board, the Las Vegas Rotary Club and the President’s Leadership Council at Brigham Young University. He is a member of the Nevada Bar Association and was instrumental in establishing the Thomas & Mack Legal Clinic and Moot Court Facility at the UNLV Boyd School of Law. Mr. Thomas holds a degree in Finance and a J.D. from the University of Utah. We believe Mr. Thomas is qualified to serve as a member of our Board based on his banking and business experience, his extensive service on public company boards and related committees, ~~his experience with charitable organizations~~banking and ~~his familiarity with influencers in our key data center markets.~~

~~Bryan Wolf.~~~~Mr. Wolf has served as a member of our Board since our formation~~regulatory expertise and served as a member of our Predecessor Board from January 2014 until the closing of our initial public offering. Since 1997, Mr. Wolf has served in various roles at Intel Capital, a division of Intel Corporation that manages venture capital and investments, and has served as Managing Director since 2007. Since March 2014, Mr. Wolf has also served as Vice President of Intel Corporation. Mr. Wolf holds a Bachelor of Science degree in Political Science from the University of Oregon and an M.B.A. from the University of Pennsylvania’s Wharton School. We believe Mr. Wolf is qualified to serve as a member of our Board based on his service on the boards of numerous other high growth technology companies, his familiarity with data center and related technology industries and his familiarity with Switch.management expertise.

Zareh Sarrafian.Mr. Sarrafian has served as a member of our Board since our formation and served as a member of the Predecessor Board from January 2017 until the closing of our initial public offering. He has served as the Chief Executive Officer of Riverside University Health System since ~~May~~October 2014. Prior to that, Mr. Sarrafian served as Chief Administrative Officer at Loma Linda Medical Center in Loma Linda, ~~Nevada~~California from 1998 to 2014. ~~He also serves~~Since December 2019, he has served as a ~~director and~~ member of the ~~Nominating and Corporate Governance Committee~~board of trustees of Loma Linda University Health. Since January 2016, he has also served as a member of the board of directors of Pacific Premier Bancorp, Inc., or Pacific Premier, a publicly held commercial bank holding company, where he currently chairs the Governance Committee and asis a member of the Audit Committee. He is also a member of the board of directors of Pacific Premier’s banking subsidiary, Pacific Premier Bank. He previously served as a director of Security Nevada Bancorp and its banking subsidiary Security Bank of Nevada until they were acquired by Pacific Premier. He also serves ~~and~~or has served on a number ofnot-for-profit and higher education boards. Mr. Sarrafian received his ~~B.S.~~Bachelor of Science from California State Polytechnic University, Pomona, and his M.B.A. from California State University, San Bernardino. We believe Mr. Sarrafian is qualified to serve as a member of our Board based on his extensive executive leadership experience, his experience with regulated entities which are a significant portion of our customer base, his service as a board member of publicly held companies and his banking experience.

Kim Sheehy.Ms. Sheehy has served as a member of our Board since December 2017. Since May 2019, Ms. Sheehy has served as Chief Financial Officer of ResMan, a privately owned software company providing software solutions to multi-family residential property managers. Ms. Sheehy served as Chief Financial Officer of Lori’s Gifts Inc., a privately owned retail company serving hospitals throughout the United States, from March 2018 through April 2019. Ms. Sheehy previously served as Chief Financial Officer of StackPath LLC, provider of web services platform for security, speed and scale, from December 2015 through October 2017. Prior to joining StackPath, Ms. Sheehy served as Chief Financial & Administrative Officer of CyrusOne Inc., a real estate

investment trust that invests in data centers, from November 2012 through September 2015. Prior to that, she held various roles between 1996 and 2012 at Cincinnati Bell Inc., including Treasurer and Vice President of Investor Relations from March 2011 through November 2012, Vice President of Finance and Treasurer from 2007 to 2011, and prior to 2007, she held positions including Vice President of Financial Planning and Analysis, and Managing Director of Corporate Tax. Prior to joining Cincinnati Bell Inc., Ms. Sheehy held accounting and tax positions at Ernst & Young. Ms. Sheehy received her Bachelor’s Degree in Accounting from the University of Cincinnati and holds her Certified Public Accounting license in the state of Ohio. We believe Ms. Sheehy is qualified to serve as a member of our Board based on her extensive executive finance and accounting expertise with publicly held companies and her familiarity with data center and related data technology industries.

Tom Thomas. Mr. Thomas has served as a member of our Board since our formation and served as a member of our Predecessor Board from 2004 until the closing of our initial public offering. Mr. Thomas held various executive positions with Valley Bank of Nevada until its merger with Bank of America in 1992. After the merger and since 1992 he has served as a managing partner of Thomas & Mack Co., an investment management and commercial real estate development company with properties and developments in Nevada, California, Arizona and Utah. He has also served as a director of Southwest Gas Holdings, Inc., a publicly held energy and construction company since 2008, where he is a member of the Audit Committee and Nominating and Corporate Governance Committee. Mr. Thomas is actively involved in numerous charitable organizations including the Opportunity Village Foundation, the UNLV Foundation Advisory Board, the Las Vegas Rotary Club and the President’s Leadership Council at Brigham Young University. He is a member of the Nevada Bar Association and was instrumental in establishing the Thomas & Mack Legal Clinic and Moot Court Facility at the UNLV Boyd School of Law. Mr. Thomas holds a degree in Finance and a J.D. from the University of Utah. We believe Mr. Thomas is qualified to serve as a member of our Board based on his banking and business experience, his extensive service on public company boards and related committees, his experience with charitable organizations and his familiarity with influencers in our key data center markets.

Bryan Wolf. Mr. Wolf has served as a member of our Board since our formation and served as a member of our Predecessor Board from January 2014 until the closing of our initial public offering. From 1997 until his retirement in January 2019, Mr. Wolf served in various roles at Intel Capital, a division of Intel Corporation (“Intel”) that manages venture capital and investments, and served as a Managing Director from 2007. From March 2014 until his retirement, Mr. Wolf also served as Vice President of Intel. Mr. Wolf holds a Bachelor of Science degree in Political Science from the University of Oregon and an M.B.A. from the University of Pennsylvania’s Wharton School. We believe Mr. Wolf is qualified to serve as a member of our Board based on his service on the boards of numerous other high growth technology companies, his familiarity with data center and related technology industries and his familiarity with Switch.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE SIX NAMED DIRECTOR NOMINEES.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board has adopted ~~corporate governance guidelines~~Corporate Governance Guidelines consistent with the requirements of the New York Stock Exchange (“NYSE”) covering, among other things, the duties and responsibilities of and independence standards applicable to our directors and Board committee structures and responsibilities. These guidelines are available on the “Governance” section of our website athttps://investors.switch.com.

Board Composition and Size

The current authorized number of Board members is six. Pursuant to our Bylaws, the total number of directors constituting our Board shall be fixed by the Board, but shall not be less than one nor more than 15. Each director is nominated for aone-year term, and holds office until his or her successor is duly elected and qualified, or until ~~his or her~~the earlier of such director’s death, retirement, disqualification, resignation or removal.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Nominating and Corporate Governance Committee and the Board evaluate each individual in the context of the Board as a whole, with the objective of assembling a team that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience, thought, backgrounds and cultures. The Nominating and Corporate Governance Committee, in recommending director candidates, and the Board, in nominating director candidates, evaluate candidates in accordance with the qualification standards and additional selection criteria set forth in Attachment A to the Corporate Governance Guidelines. The director qualification standards and additional selection criteria considered by the Nominating and Corporate Governance Committee include, among others:

high level of personal and professional integrity, strong ethics and values and the ability to make thoughtful business judgments;

experience in corporate management, such as serving as an officer or former officer of a publicly held company;

experience as a board member of another publicly held company;

professional and academic experience relevant to Switch’s industry;

strength of the candidate’s leadership skills;

diversity of race, ethnicity, gender, age, cultural background or professional experience; and

relevant background, skills and experience.

In determining whether to recommend a director forre-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the Board’s activities. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

The Nominating and Corporate Governance Committee will consider stockholder recommendations of candidates on the same basis as it considers all other candidates. Stockholders may propose director nominees by adhering to the advance notice procedures described in the section entitled “Other Matters — Stockholder Proposals and Nominations” in this proxy statement, and must include all information as required under the Articles of Incorporation and Bylaws, and any other information that would be required to solicit a proxy under federal securities law. We may request from the recommending stockholder or recommending stockholder group such other information as may reasonably be required to determine whether each person recommended by a stockholder or stockholder group as a nominee meets the minimum director qualifications established by our

Board and is independent based on applicable laws and regulations. The Nominating and Corporate Governance Committee may also establish procedures, from time to time, regarding submission of candidates by stockholders and others.

~~Controlled Company Status~~

Until November 8, 2019, we were considered a “controlled company” under the NYSE rules as Rob Roy, our Founder, Chief Executive Officer and Chairman, together with his affiliates, ~~holds~~held all of our Class C common stock and thus ~~controls~~controlled in excess of a majority of the combined voting power of our outstanding capital stock. ~~As a result, we are considered a “controlled company” under the~~In accordance with NYSE ~~rules. Under these~~ rules, ~~as a “controlled company”~~ we have ~~elected not to comply with certain corporate governance requirements, including the requirements that~~a majority of independent directors on our Board and, in March 2020, we reorganized our Compensation ~~Committee~~ and Nominating and Corporate Governance ~~Committee~~Committees such that each ~~be composed~~committee is comprised entirely of independent directors.

Director Independence

The Board has affirmatively determined that each of Messrs. Sarrafian, Snyder, ~~Wolf~~ and ~~Sarrafian~~Wolf and Ms. Sheehy is an “independent director,” as defined under the applicable rules of the NYSE, and that each of them and their respective family members have no material relationship with us, commercial or otherwise, that would impair the director’s independence. Messrs. Roy and Thomas were determined to be not independent under the applicable NYSE rules.

Board Leadership Structure

Our Board has determined that at this time it is in the best interests of the ~~company~~Company and our stockholders to have Rob Roy, our Chief Executive Officer, serve as our Chairman of the Board, coupled with a strong ~~Lead Independent Director.~~lead independent director. The combined CEO/Chairman role promotes decisive, unified leadership as well as clarity with respect to responsibility and accountability. The Board believes that Mr. Roy, as our Founder, is best suited to understand our business and the unique challenges we face. The Board believes that this structure best facilitates consistent leadership direction and long-term strategic planning, while building a cohesive corporate culture that speaks with a single voice. Our Board also recognizes the value and importance of a strong independent lead director with clearly delineated responsibilities. The independent directors have appointed ~~Donald~~Mr. Snyder to serve as our Lead Independent Director.

As set forth in our Lead Independent Director Charter, Mr. Snyder has clearly delineated and comprehensive duties, ~~including:~~including to:

~~presiding~~

preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

~~calling~~

call meetings of the independent directors;

~~serving~~

serve as the principal liaison between the Chairman and the independent directors;

~~approving~~

approve all information sent to the Board, including the quality, quantity, appropriateness and timeliness of such information;

~~approving~~

approve meeting agendas for the Board, the frequency of Board meetings and meeting schedules, assuring there is sufficient time for discussion of all agenda items;

~~recommending~~

recommend to the Nominating and Corporate Governance Committee and to the Chairman, selection for the membership and chairman position for each Board committee;

~~interviewing,~~

interview, along with the chair of the Nominating and Corporate Governance Committee, all director candidates and make recommendations to the Nominating and Corporate Governance Committee regarding such director candidates; and

~~consulting~~

consult and directly ~~communicating~~communicate with Switch’s stockholders.

Our Board will continue to evaluate its leadership structure in order to ensure it aligns with and supports the evolving needs and circumstances of Switch and its stockholders.

Attendance by Members of the Board at Meetings

~~Switch, Inc. was formed in June 2017.~~ Our Board held ~~three~~six meetings during the year ended December 31, ~~2017.~~2019. During ~~2017,~~2019, all of our ~~then~~ incumbent directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board of which the incumbent director was a member. ~~Ms. Sheehy was appointed to the Board on December 7, 2017 and attended all meetings after her appointment.~~

Currently, we do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that, absent compelling circumstances, each of our directors will attend our ~~Annual Meeting.~~annual meeting. All members of our Board attended our 2019 annual meeting of stockholders.

Executive Sessions

Ournon-management directors meet regularly in executive sessions without management, to consider such matters as they deem appropriate. Our Lead Independent Director, Mr. Snyder, presides over all executive sessions.

Board Committees

We currently have three standing ~~committees:~~committees, each currently comprised solely of independent directors: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. From time to time, the Board may form a new committee or disband a current committee, depending on the circumstances. The charters of all three of our standing Board committees are available on our website under the “Governance — Governance Documents” section athttps://investors.switch.com/.

Audit Committee

~~Switch has a standing~~Our Audit Committee ~~which~~ consists of Ms. Sheehy and Messrs. ~~Wolf~~Sarrafian and ~~Sarrafian,~~Wolf, with Ms. Sheehy serving as chair. Our Board has determined that each of these directors is independent as defined by the applicable rules of the NYSE and the ~~Securities and Exchange Commission (the “SEC”),~~heightened independence standards for members of an audit committee required by the SEC, and that each member of the Audit Committee meets the financial literacy and experience requirements of the applicable SEC and NYSE rules. In addition, our Board has determined that each member of the Audit Committee is an “audit committee financial expert” as defined by the SEC. ~~None of the Audit Committee members currently serves on the Audit Committee of any other public company.~~ The Audit Committee met five times during the year ended December 31, ~~2017.~~2019.

Our Audit Committee charter requires that the Audit Committee oversee our corporate accounting and financial reporting processes. The primary responsibilities and functions of our Audit Committee are, among other things, ~~as follows:~~to:

~~appointing, compensating, retaining, evaluating, terminating~~

appoint, compensate, retain, terminate and ~~overseeing~~oversee our independent registered public accounting firm;

~~discussing~~

discuss with our independent registered public accounting firm ~~their~~its independence from ~~management;~~Switch;

~~reviewing~~

review with our independent registered public accounting firm the scope, timing and results of ~~their~~its audit;

~~approving~~

approve all audit and permissiblenon-audit services to be performed by our independent registered public accounting firm;

~~overseeing the financial reporting process and discussing~~

discuss with management and our independent registered public accounting firm the interim and annual financial statements that we file with the ~~SEC;~~SEC, and our earnings releases and earnings guidance;

~~reviewing~~

discuss our policies with respect to risk assessment and ~~monitoring~~risk management;

at least annually, consider and discuss with management and our independent registered public accounting ~~principles, accounting policies, financial~~firm our code of business conduct and ~~accounting controls~~ethics and procedures to enforce such code;

consider and grant, as appropriate, waivers from the code of business conduct and ethics;

review and monitor our compliance with legal and regulatory requirements;

~~establishing~~

oversee our internal audit function, including the selection and removal of the internal audit director, reviewing the organizational structure of the internal audit function and reviewing the internal audit function’s responsibilities, budget and staffing;

establish procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, and for the confidential anonymous submission by employees of concerns regarding questionable accounting ~~internal controls~~ or auditing matters; and

~~reviewing~~

discuss with management and ~~approving~~our independent registered public accounting firm any related party transactions.

Compensation Committee

~~Switch has a standing~~Our Compensation Committee ~~which~~ consists of Messrs. Snyder, Thomas ~~Snyder~~(until March 2020), and Wolf and Ms. Sheehy (since March 2020), with Mr. Thomas serving as ~~chair.~~chair until Mr. Wolf’s appointment in March 2020. Our Board has determined that Messrs. Snyder and Wolf, and Ms. Sheehy are independent under NYSE ~~rules and that~~rules. Mr. ~~Wolf qualifies as a“non-employee~~ ~~director”~~Thomas was not independent under ~~Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).~~such rules. The Compensation Committee met ~~two~~seven times during the year ended December 31, ~~2017.~~2019.

The primary responsibilities and functions of our Compensation ~~Committee’s responsibilities include:~~Committee are, among other things, to:

~~reviewing~~

review and ~~approving,~~approve, or ~~recommending~~recommend that our Board approve, the compensation of our Chief Executive Officer and other executive officers;

~~reviewing~~

review and ~~recommending~~make recommendations to our Board regarding the compensation of our directors;

~~selecting and retaining independent~~

retain or obtain advice from compensation consultants, legal counsel or other advisers and ~~advisors~~consider their independence from management;

review and ~~assessing whether there are any conflicts of interest with any~~approve the proposals regarding the Say on Pay Vote and the frequency of the ~~committee’s compensation advisors;~~Say on Pay Vote to be included in Switch’s proxy statement; and

~~reviewing~~

review and ~~approving,~~approve, or ~~recommending~~recommend that our Board approve, incentive compensation and equity plans.

~~As a controlled company, we rely upon the exemption from the requirement that we have a Compensation Committee composed entirely of independent directors.~~

~~In 2017, the Compensation Committee engaged Compensia, an independent compensation consulting firm, to assist Switch in setting compensation parameters for executive officers andnon-employee~~ directors, primarily on the design and size of the CEO Award and President Award (as defined in the section titled “Executive Compensation”). In evaluating whether any conflict of interest was raised by the work provided by Compensia during fiscal 2017, our Compensation Committee considered the factors set forth in SEC rules and the requirements of the NYSE, including the nature and amount of the services provided by Compensia to us in addition to advice related to executive compensation. After such consideration and consultation with Compensia, our Compensation Committee determined that Compensia was independent and there was no conflict of interest resulting from the services Compensia provided during fiscal 2017. We determined that the engagement of Compensia did not raise any conflict of interest.

Nominating and Corporate Governance Committee

~~Switch has a standing~~Our Nominating and Corporate Governance Committee ~~which~~ consists of Messrs. Sarrafian, Snyder, and Thomas ~~and Sarrafian,~~(until March 2020), with Mr. Snyder serving as chair. Our Board has determined that Messrs. ~~Snyder~~Sarrafian and ~~Sarrafian~~Snyder are independent under NYSE rules. Mr. Thomas was not independent under such rules. The Nominating and Corporate Governance Committee met ~~once~~four times during the year ended December 31, ~~2017.~~2019.

The primary responsibilities and functions of our Nominating and Corporate Governance ~~Committee’s responsibilities include:~~Committee are, among other things, to:

~~identifying~~

identify individuals qualified to become members of our Board, consistent with criteria approved by our Board, and ~~recommending~~ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds;

recommend persons to be nominated for election to the Board and appointment to ~~the~~its committees;

~~evaluating~~

evaluate and ~~recommending~~recommend to the Board regarding the independence of the Board members and nominees; ~~and~~

~~developing~~

develop and ~~recommending~~recommend to our Board ~~a set of~~ corporate governance guidelines and ~~principles.~~other governance matters; and

~~As a controlled company, we rely upon~~

oversee the ~~exemption from~~evaluation of the ~~requirement that we have a Nominating~~Board and ~~Corporate Governance Committee composed entirely of independent directors.~~its committees.

Risk Oversight

Our Board is responsible for overseeing our risk management ~~process.~~process, including with respect to environmental, social and governance matters. Our Board focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. The standing committees of the Board retain primary responsibility for risk oversight in the following key areas:

•

Audit Committee— Overseeing financial risk, capital risk, related party transactions, financial compliance risk and internal controls over financial ~~reporting.~~reporting, and evaluating the effectiveness of our code of business conduct and ethics.

•

Compensation Committee— Overseeing our risks related to our compensation philosophy and practices and evaluating the balance between incentives and rewards.

•

Nominating and Corporate Governance Committee — Evaluating director independence, the effectiveness of our corporate governance guidelines and ~~code of business conduct, and~~ overseeing management’s succession planning.

The committees periodically provide updates to the Board regarding significant risk management issues and management’s ~~response.~~responses to such issues.

~~Compensation Risk Assessment~~Corporate Social Responsibility

We ~~conducted an assessment~~are committed to operating our business in a manner that incorporates our core values, including our commitment to sustainability, supporting our communities through economic development, and supporting interdisciplinary education blending technology and the arts. A description of the Switch Sustainability Initiative is available on the “Sustainability” section of our ~~compensation policies~~website at https://investors.switch.com. We are in the process of preparing our environmental, social and ~~practices for~~governance report, currently planned to be available on our ~~employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on us.~~website before the end of the second quarter of 2020.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on our website,https://investors.switch.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards concerning any amendments to, or waivers from, any provision of the code.

Communications with Our Board

Any interested person, including any stockholder, may communicate with our Board, including our Lead Independent Director, by written mail addressed to Switch, Inc. Board of Directors, c/o ~~Corporate~~ Secretary, 7135 South Decatur Blvd., Las Vegas, Nevada 89118. We encourage stockholders to include proof of ownership of our stock in their communications. The ~~corporate secretary~~Secretary will review the communications and forward them to the Board or the relevant committee of the Board, unless the communication is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

~~Prohibition against Pledging and Hedging~~

We maintain an Insider Trading Compliance Policy that prohibits our officers, directors and employees from pledging Switch’s stock as collateral to secure loans and from engaging in hedging transactions, including~~zero-cost~~ collars and forward sale contracts. It further prohibits margin purchases of Switch’s stock, short sales of Switch’s stock, and any transactions in puts, calls or other derivative securities involving Switch’s stock.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, ~~2017,~~2019, the members of our Compensation Committee were Messrs. Snyder, Thomas, ~~Snyder~~ and Wolf. None of the members of our Compensation Committee iswere, during 2019, an officer or employee of our ~~current employee.~~ Company, or were formerly an officer or employee of our Company. None of our executive officers currently serve, or during 2019 served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

During the fiscal year ended December 31, ~~2017,~~2019, no relationship existed that was required to be disclosed by the rules of the SEC ~~existed~~ aside from those identified herein.

EXECUTIVE OFFICERS

The following sets forth information regarding Switch’s current executive officers. Biographical information pertaining to Rob Roy, who is a director and Chief Executive Officer of Switch, may be found in the section titled “Proposal 1: Election of Directors — Information about Director Nominees.”


Name	Age		Position(s)
Rob Roy		4951	Founder, Chief Executive Officer and Chairman
Thomas Morton		4951	President, Chief Legal Officer and ~~General Counsel~~Secretary
Gabe Nacht		5658	Chief Financial Officer
Melissa Young*		48	Chief Information Officer
Teresa Borden*		42	Chief Construction Officer

*	In March 2020, our Board approved the designation and appointment of Mses. Young and Borden as executive officers.

Thomas Morton.Mr. Morton has served as our President, ~~and~~ General Counsel and Secretary since our formation and has served as President of Switch, Ltd. since January 2016 and as General Counsel of Switch, Ltd. since April 2008. In November 2018, Mr. Morton’s title changed to President, Chief Legal Officer and Secretary. Mr. Morton previously served as Chief Financial Officer of Switch, Ltd. from February 2014 until January 2016. Prior to joining Switch, Ltd., Mr. Morton was an attorney with Pillsbury Winthrop Shaw Pittman LLP from 2004 until 2008 and an attorney with Gray Cary (now DLA Piper) from 1999 until 2004. ~~Mr. Morton received a B.A., Finance from the University of San Diego and a J.D. from the University of the Pacific — McGeorge School of Law.~~

Gabe ~~Nacht.~~Nacht.Mr. Nacht has served as our Chief Financial Officer since our formation and has served as Chief Financial Officer of Switch, Ltd. since January 2016. Prior to joining Switch, Ltd., Mr. Nacht served as Chief Financial Officer of ClearCapital.com, Inc., a real estate valuations, data, analytics and technology company, from September 2011 to July 2015. Mr. Nacht has over 25 years of corporate finance experience and has served as Chief Financial Officer for several technology and media companies. ~~Mr. Nacht holds an M.B.A.,~~

Melissa Young. Ms. Young has served as our Chief Information Officer since our formation and has served as Chief Information Officer of Switch, Ltd. since August 2017. Since joining Switch, Ltd. in 2005, Ms. Young has served in various roles with increasing responsibility, including Executive Vice President of Corporate ~~Finance from the D’Amore-McKim School~~Development, Executive Vice President of ~~Business at Northeastern~~Sales, Executive Vice President of Colocation, and ~~a B.A.~~Director of Customer Engineering.

Teresa Borden. Ms. Borden has served as our Chief Construction Officer since our formation and has served as Chief Construction Officer of Switch, Ltd. since August 2017. Since joining Switch, Ltd. in ~~Political Science from Tufts University.~~2007, Ms. Borden has served in various roles with increasing responsibility, including Executive Vice President of Operations and Executive Vice President of Construction.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to the beneficial ownership of our common stock for:

each person known by us to beneficially own more than 5% of our Class A common stock, Class B common stock or Class C common stock;

each of our directors, each of whom is also a nominee;

each of our named executive ~~officers;~~officers (“NEOs”); and

all of our current executive officers and directors as a group.

We have three classes of common stock: Class A common ~~stock, which was issued in our initial public offering in October 2017 and entitles its holder to one vote per share;~~stock; Class B common ~~stock, which entitles its holder to one vote per share;~~stock; and Class C common stock. There are no shares of Class C common stock ~~which entitles its holder to ten votes per share.~~currently outstanding. Subject to the Switch Operating Agreement, Members can redeem Common Units for Class A common stock on aone-to-one basis, or, at our option, for cash equal to the market value of the applicable number of our shares of Class A common stock. Thus, the Common Units represent rights to acquire Class A common stock. ~~In connection with our initial public offering, we issued (i) to eachNon-Founder~~ ~~Member one share of Class B common stock for each Common Unit owned by such member and (ii) to each Founder Member one share of Class C common stock for each Common Unit owned by such member.~~ The shares of Class B ~~common stock and Class C~~ common stock (i) confer only voting rights and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on aone-for-one basis, without consideration, upon the redemption of the Common Units for shares of Class A common stock, or cash, at our election.

The number of shares beneficially owned by each stockholder is based on shares as to which the individual or entity has sole or shared voting power or investment power. Applicable percentage ownership and voting power is based on ~~36,066,544~~102,980,146 shares of Class A common stock ~~173,624,316~~and 138,467,056 shares of Class B common stock ~~and 42,944,647~~outstanding as of the Record Date, April 15, 2020. There were no shares of Class C common stock outstanding as of ~~the Record Date,~~ April ~~18, 2018.~~15, 2020. In computing the number and the percentage ownership and voting power of a stockholder, rights to acquire shares of Class A common stock as of April ~~18, 2018~~15, 2020 or within 60 days of April ~~18, 2018,~~15, 2020, including upon ~~redemption of certain Common Units, upon~~vesting and exercise ~~or vesting~~ of stock options or upon ~~the~~ vesting of restricted stock units (“RSUs”), are considered outstanding for that stockholder, although these shares are not considered outstanding for purposes of computing the percentage ownership or voting power of any other stockholder. Given the terms of the Switch Operating Agreement regarding the amount and timing for redemption of Common Units into shares of Class A common stock, the number and percentage ownership of Class A common stock includes only those Common Units that are to be redeemed and converted to shares of Class A common stock within 60 days of April 18, 2018. Unless otherwise indicated, the address of all listed stockholders is 7135 S. Decatur Boulevard, Las Vegas, Nevada 89118. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Rob Roy, our Founder, Chief Executive Officer and Chairman, and his affiliated entity, own 42,944,647 shares of Class C common stock, representing 100% of the Class C common stock outstanding on the Record Date.

Name of Beneficial Owner
Shares of
Class A
Common
Stock Rights to
Acquire
Shares of
Class A
Common
Stock⁽¹⁾ Class A
Common
Stock
Beneficial
Ownership
Percentage⁽²⁾ Shares of
Class B
Common
Stock Class B
Common
Stock
Beneficial
Ownership
Percentage Class A
Common
Stock
Beneficial
Ownership
Percentage —
Assuming
Full
Redemption⁽³⁾ Combined
Voting
Power
5% or more Stockholders

Dennis Alan Troesh⁽⁴⁾
—   400,000 1.1 % 36,417,410 21.0 % 14.4 % 5.7 %
Peter Thomas⁽⁵⁾
—   —   — 21,372,979 12.3 % 8.5 % 3.3 %
William Gonsalves Balelo⁽⁶⁾
—   400,000 1.1 % 14,501,196 8.4 % 5.7 % 2.3 %
Michael Borden⁽⁷⁾
—   1,536,272 4.1 % 11,476,214 6.6 % 4.5 % 1.8 %
Steven Thomas⁽⁸⁾
—   —   — 10,727,737 6.2 % 4.3 % 1.7 %
Intel Corporation⁽⁹⁾
—   3,027,555 7.7 % 9,082,665 5.2 % 3.6 % 1.4 %
Scott Russell Gragson⁽¹⁰⁾
—   1,500,000 4.0 % 8,831,538 5.1 % 3.5 % 1.4 %
Wells Fargo & Company⁽¹¹⁾
4,160,538 —   11.5 % —   — 1.7 % *
ArrowMark Colorado Holdings LLC⁽¹²⁾
3,802,358 —   10.5 % —   — 1.5 % *
Waddell & Reed Financial, Inc.⁽¹³⁾
2,785,000 —   7.7 % —   — 1.1 % *
The Vanguard Group⁽¹⁴⁾
2,728,791 —   7.6 % —   — 1.1 % *
TSSPSub-Fund HoldCo LLC⁽¹⁵⁾
—   2,413,304 6.3 % 8,433,261 4.9 % 3.3 % 1.3 %
Janus Henderson Group PLC⁽¹⁶⁾
2,318,039 —   6.4 % —   — * *
Norges Bank (The Central Bank of Norway)⁽¹⁷⁾
1,842,987 —   5.1 % —   — * *
Named Executive Officers and Directors

Rob Roy⁽¹⁸⁾
95,857 584,994 1.9 % —   — 17.2 % 67.2 %
Thomas Morton⁽¹⁹⁾
342,135 1,447,805 4.8 % 3,850,441 2.2 % 2.2 % *
Gabe Nacht⁽²⁰⁾
20,169 162,647 * 337,353 * * *
Kimberly H. Sheehy
—   —   — —   — — —
Zareh Sarrafian
—   —   — —   — — —
Donald Snyder⁽²¹⁾
—   99,438 * 1,592,170 * * *
Thomas A. Thomas⁽²²⁾
—   —   — 17,975,213 10.4 % 7.1 % 2.8 %
Bryan Wolf
—   —   — —   — — —
All directors and executive officers as a group (eight persons)
458,161 2,294,884 7.2 % 23,755,177 13.7 % 27.2 % 71.1 %
Name of Beneficial Owner
Shares of
Class A
Common
Stock Rights to
Acquire
Shares of
Class A
Common
Stock⁽¹⁾ Class A
Common
Stock
Beneficial
Ownership
Percentage⁽²⁾ Shares of
Class B
Common
Stock Class B
Common
Stock
Beneficial
Ownership
Percentage Class A
Common
Stock
Beneficial
Ownership
Percentage —
Assuming
Full
Redemption⁽³⁾
5% or more Stockholders

Dennis Alan Troesh⁽⁴⁾
400,000 —   * 27,185,872 19.6 % 11.4 %
Michael Borden⁽⁵⁾
10,282,471 117,529 10.1 % —   —   4.3 %
Peter Thomas⁽⁶⁾
1,815,500 —   1.8 % 8,100,000 5.8 % 4.1 %
Sylebra HK Company Limited⁽⁷⁾
7,897,874 —   7.7 % —   —   3.3 %
Renaissance Technologies LLC⁽⁸⁾
6,444,555 —   6.3 % —   —   2.7 %
ArrowMark Colorado Holdings LLC⁽⁹⁾
6,303,080 —   6.1 % —   —   2.6 %
The Vanguard Group⁽¹⁰⁾
5,760,118 —   5.6 % —   —   2.4 %
Named Executive Officers and Directors

Rob Roy⁽¹¹⁾
264,422 1,424,784 1.6 % 42,569,647 30.7 % 18.2 %
Thomas Morton⁽¹²⁾
392,295 1,725,074 2.0 % 3,850,441 2.8 % 2.5 %
Gabe Nacht⁽¹³⁾
67,005 391,081 * 337,353 * *
Zareh Sarrafian⁽¹⁴⁾
31,227 —   * —   —   *
Kimberly H. Sheehy⁽¹⁴⁾
31,227 —   * —   —   *
Donald Snyder⁽¹⁵⁾
131,227 99,438 * 812,797 * *
Thomas A. Thomas⁽¹⁶⁾
1,834,135 —   1.8 % 8,250,000 6.0 % 4.2 %
Bryan Wolf⁽¹⁷⁾
15,936 —   * —   —   *
All directors and current executive officers as a group
(ten persons)⁽¹⁸⁾
13,192,852 3,951,485 16.0 % 56,550,534 40.8 % 30.0 %

*
Denotes less than 1.0%.
(1)
Represents shares of Class A common stock that the stockholders shown have the right to acquire as of April ~~18, 2018~~15, 2020 or within 60 days thereafter, including ~~(a)~~ upon vesting of ~~restricted stock units~~RSUs or upon vesting and exercise of stock options and (b) upon a redemption of Common Units (and cancellation of an equal number of shares of Class B common stock) expected to occur in May 2018 in accordance with the Switch Operating Agreement. Until such redemption, such stockholders will continue to hold Common Units and an equal number of shares of Class B common stock.options. The shares included in this column are deemed to be outstanding in calculating the percentage ownership of Class A common stock of such stockholder, but are not deemed to be outstanding as to any other stockholder.
(2)
Based on ~~36,066,544~~102,980,146 shares of Class A common stock outstanding onas of April ~~18, 2018.~~15, 2020. Includes shares that the stockholders shown have the right to acquire as of April ~~18, 2018~~15, 2020 or within 60 days thereafter as described in ~~above in~~ footnote 1.

(3)	Assumes redemption of all Common Units by all Members for shares of Class A common stock, which would have resulted in ~~252,635,507~~241,447,202 shares of Class A common stock outstanding as of April ~~18, 2018.~~15, 2020. Includes shares

that the stockholders shown have the right to acquire as of April 15, 2020 or within 60 days thereafter as described in footnote 1.

(4)

Rights to acquire shares of Class A common stock consists of 400,000 shares of Class A common stock to be acquired upon redemption of Common Units and cancellation of an equal number of shares of Class B common stock in May 2018. The following information is based

Based on a Schedule ~~13G~~13G/A filed on February ~~9, 2018~~6, 2020 by Dennis Alan Troesh, DT GRAT LM LLC, DT GRAT CS LLC, The Troesh Family Foundation and Eastern Capital Group ~~LP.~~LLC. Shares of Class A common stock include: (i) 200,000 shares held by DT GRAT LM LLC and (ii) 200,000 shares held by DT GRAT CS LLC. Shares of Class B common stock ~~consists of:~~include: (i) ~~13,696,788~~13,496,788 Common Units and associated shares of our Class B common stock held by DT GRAT LM LLC; (ii) ~~13,687,880~~13,487,880 Common Units and associated shares of our Class B common stock held by DT GRAT CS LLC; and (iii) 201,204 Common Units and associated shares of our Class B common stock held by Eastern Capital Group LLC, ~~collectively the “Troesh Entities”,~~ as to each of which Mr. Troesh is the manager. Also includes 8,831,538 Common Units and associated shares of our Class B common stock held by Gragson Data SS, LLC which are subject to a pledge and voting agreement in favor of Eastern Capital Group LLC and as to which Mr. Troesh has voting power irrespective of any default under the pledge (also see footnote 10, wherein Scott Gragson reports beneficial ownership of these securities). The address of Dennis Alan Troesh and each of the reporting persons is 1370 Jet Stream Drive, Suite 100, Henderson, NV 89052.

(5)

Based on a Schedule ~~13G~~13G/A filed on ~~February 14, 2018~~March 30, 2020 and Form 4s filed on March 10, 2020, March 11, 2020, March 13, 2020, and March 18, 2020 by Peter Thomas, the Steven & Karen Thomas Children’s Trust (the “S&K Children’s Trust”) and the Tom & Leslie Thomas Children’s Trust (the “T&L Children’s Trust”). Peter Thomas reports sole voting and sole dispositive power over 13,851,888 Common Units and shares of our Class B common stock, which includes 3,779,888 Common Units and associated shares of our Class B common stock held by Thomas & Mack Co LLC, of which he is a managing member. Peter Thomas disclaims beneficial ownership in the shares held by Thomas & Mack Co LLC except to the extent of his pecuniary interest therein. Peter Thomas also reports shared voting and shared dispositive power over (i) 4,052,276 Common Units and associated shares of our Class B common stock held by the T&L Children’s Trust, as to which Peter Thomas and Steven Thomas are~~co-trustees~~ who share voting and dispositive power (also see footnote 8, wherein Steven Thomas reports beneficial ownership of these securities) and (ii) 3,468,815 Common Units and associated shares of our Class B common stock held by the S&K Children’s Trust, as to which Peter Thomas and Thomas A. Thomas are~~co-trustees~~ and share voting and dispositive power (also see footnote 22 wherein Thomas A. Thomas reports beneficial ownership of these securities). Peter Thomas disclaims beneficial interest in the securities held by these trusts. The address of Peter Thomas and the trusts is 2300 West Sahara Ave., Suite 530, Las Vegas, NV 89119.

~~(6)~~

~~Rights to acquire shares~~Michael Borden. Shares of Class A common stock ~~consists of 400,000~~include (i) 4,200,002 shares of Class A common stock to be acquired upon redemption of Common Units and cancellation of an equal number of shares of Class B common stock in May 2018. The following information is based on a Schedule 13G filed on February 5, 2018 by William Balelo, Balelo Holdings, LLC, Balelo Family Irrevocable Subtrust and the Balelo Family Ltd Partnership Shares of Class B common stock consists of: (i) 8,613,000 Common Units and associated shares of our Class B common stock held by ~~Balelo Holdings, LLC, as to which~~ Mr. ~~Balelo is a managing member;~~Borden directly and (ii) ~~5,560,920 Common Units and associated~~5,374,998 shares of our Class B common stock held by Balelo Family Irrevocable Subtrust, as to which Mr. Balelo has dispositive power of the securities held by the trust and the trust beneficiaries are Mr. Balelo and immediate family members; and (iii) 327,726 Common Units and associated shares of our Class B common stock held by Balelo Family Ltd. Partnership, as to which Mr. Balelo is a general partner. The address of William Gonsalves Balelo and each of these entities is 10899 Eden Ridge Avenue, Las Vegas, NV 89135.

~~(7)~~

Rights to Class A common stock consists of 1,418,743 shares of Class A common stock to be acquired upon redemption of Common Units and cancellation of an equal number of shares of Class B common stock in May 2018. Shares of Class B common stock consists of 6,000,000 Common Units and associated shares of our Class B common stock held by Borden LP, as to which Borden General Partner LLC is the general partner, and ~~Michael~~Mr. Borden is the sole member and manager of the general partner. Mr. Borden has sole voting and dispositive power over the securities held by Borden LP. Also includes (i) 707,471 ~~Common Units and associated~~ shares of our Class BA common stock ~~beneficially~~ owned by Teresa Borden, Mr. Borden’s wife, and (ii) options to acquire 117,529 shares of our Class A common stock that are vested and exercisable subject to a stock option granted to Mr. Borden’s wife. The address of Mr. Borden and Borden LP is ~~4136 Villa Rafael Drive,~~4301 S. Valley View Blvd., Suite 19, Las Vegas, NV ~~89141.~~89103.

(6)

Based on a Schedule 13G/A filed on February 13, 2020 and Form 4s filed on February 18, 2020 and March 26, 2020 by Peter Thomas. Peter Thomas reports sole voting and sole dispositive power over 1,815,500 shares of our Class A common stock and 8,100,000 Common Units and associated shares of our Class B common stock. The address of Peter Thomas is 2300 West Sahara Ave., Suite 530, Las Vegas, NV 89119.

(7)

Based on a Schedule 13G/A filed on January 22, 2020 by Sylebra Capital Limited (“Sylebra HK”), Sylebra Capital Management Limited (“Sylebra Cayman”) and Daniel Patrick Gibson. Sylebra HK is the investment advisor to Sylebra Cayman in relation to certain funds and advisory clients and may be deemed to beneficially own the shares of Class A common stock. Sylebra Cayman is the investment manager of certain funds and is the parent of Sylebra HK. Mr. Gibson owns 100% of the shares of Class A common stock of Sylebra HK and Sylebra Cayman. In such capacities, Sylebra HK, Sylebra Cayman, and Mr. Gibson may be deemed to share voting and dispositive power over such shares. The address of Sylebra HK Company Limited is 28 Hennessy Road, Floor 20, Wan Chai, Hong Kong.

(8)

Based on a Schedule 13G filed on February ~~13, 2018~~12, 2020 by ~~Steven Thomas, the 2008 Exempt Trust UAD4-3-08~~ ~~(the “2008 Exempt Trust”~~Renaissance Technologies LLC (“RTC”) and Renaissance Technologies Holdings Corporation (“RTHC”), as the ~~T&L Children’s Trust. Steven Thomas reports sole voting and sole dispositive power over 3,405,461 Common Units and associated shares~~majority owner of ~~our Class B common stock. Steven Thomas also reports shared voting and dispositive power over 7,322,276 Common Units and associated shares of our Class B~~

common stock, which includes (i) 3,000,000 Common Units and associated shares of our Class B common stock held by the 2008 Exempt Trust and (ii) 270,000 Common Units and associated Class B common stock held by the Drew C. Thomas, Irrevocable Life Insurance Trust, as to which Steven Thomas and Thomas A. Thomas are~~co-trustees~~ who share voting and dispositive power (also see footnote 22 wherein Thomas A. Thomas reports beneficial ownership of these securities). Also includes 4,052,276 Common Units and associated shares of our Class B common stock held by the T&L Children’s Trust, as to which Steven Thomas and Peter Thomas are~~co-trustees~~ and share voting and dispositive power (also see footnote 5 wherein Peter Thomas reports beneficial ownership of these securities). Steven Thomas disclaims beneficial interest in the securities held by these trusts.RTC. The address of ~~Steven Thomas~~RTC and ~~the trusts~~RTHC is ~~2300 West Sahara Ave., Suite 530 Las Vegas, NV 89119.~~800 Third Avenue, New York, NY 10022.

(9)

Based on a Schedule ~~13G~~13G/A filed on February 12, 2018 by Intel Corporation, Intel Corporation has sole voting and dispositive power over its securities. The address of Intel Corporation is 2200 Mission College Boulevard, Santa Clara, CA 95054-1549.

~~(10)~~

Rights to Class A common stock consists of 3,027,555 shares of Class A common stock to be acquired upon redemption of Common Units and cancellation of an equal number of shares of Class B common stock in May 2018. The following information is based on a Schedule 13G filed on February 9, 2018 by Gragson Data SS LLC and Scott Russell Gragson, as the manager of Gragson Data, LLC. Shares of Class B common stock consists of 8,831,538 Common Units and associated shares of our Class B common stock held by Gragson Data SS, LLC, over which Mr. Gragson reports shared voting and dispositive power, but disclaims beneficial ownership to the extent of his pecuniary interest therein. As reported above in footnote 4, these Common Units and associated shares of our Class B common stock are subject to a pledge and voting agreement in favor of Eastern Capital Group LLC and as to which Mr. Troesh has voting power irrespective of any default under the pledge.

~~(11)~~

Based on a Schedule 13G filed on January 29, 2018 by Wells Fargo & Company, Wells Capital Management Incorporated, Wells Fargo Advisors Financial Network, LLC, Wells Fargo Bank, National Association, Wells Fargo Clearing Services, LLC and Wells Fargo Funds Management, LLC. Wells Fargo & Company reports sole voting and dispositive power over 7,558 shares, shared voting power over 750,509 shares and shared dispositive power over 4,152,980 shares, and that the shares are beneficially owned by Wells Fargo & Company and its subsidiaries identified above. Wells Capital Management Incorporated reports having shared voting power over 3,932,474 shares and shared dispositive power over 4,098,437 shares. Wells Fargo Funds Management reports having shared voting and shared dispositive power over 3,224,760 shares. The address of Wells Fargo & Company is 420 Montgomery Street, San Francisco, CA 94163 and the address of each of Wells Capital Management Incorporated and Wells Fargo Funds Management is 525 Market St, 10th Floor, San Francisco, CA 94105.

~~(12)~~

~~Based on a Schedule 13G filed on January 10, 2018~~14, 2020 by ArrowMark Colorado Holdings LLC. The address of ArrowMark Colorado Holdings LLC is 100 Fillmore Street, Suite 325, Denver, ~~Colorado~~CO 80206.

~~(13)~~(10)

Based on a Schedule ~~13G~~13G/A filed on February 14, 2018 by Waddell & Reed Financial, Inc. (“WDR”), Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc., Waddell & Reed Investment Management Company (“WRIMCO”) and Ivy Investment Management Company (“IICO”). Consists of: (i) 1,210,595 shares held by WRIMCO, and (ii) 1,574,405 shares held by IICO. WDR, as the ultimate parent company of IICO and WRIMCO, reports shared power to vote and dispose of all of these securities. The address of WDR and each of the other reporting persons is 6300 Lamar Avenue, Overland Park, KS 66202.

~~(14)~~

~~Based on a Schedule 13G filed on February 9, 2018~~12, 2020 by The Vanguard Group. Includes ~~17,105~~26,526 shares that are held by the Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., as a result of its serving as investment manager of collective trust ~~accounts.~~accounts and 13,977 shares that are held by the Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., as a result of its serving as investment manager of Australian investment offerings. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

~~(15)~~(11)

~~Rights to Class A common stock consists of 2,413,304 shares~~Shares of Class A common stock ~~to be acquired upon redemption of Common Units and cancellation of an equal number of~~include (i) 227,634 shares of Class B common stock in May 2018. Shares of Class B common stock consists of 8,433,261 Common Units and associated shares of our Class B common stock. The following information is based on a Schedule 13G filed on April 2, 2018, filed by TSSP~~Sub-Fund~~ ~~HoldCo LLC(“Sub-Fund~~ HoldCo”), David Bonderman, James G. Coulter and Alan Waxman (each a “Reporting Person” and, together the “Reporting Persons”). Each of the Reporting Persons has shared voting and shared dispositive power over the 2,413,304 Common Units and associated shares of our Class B common stock.~~Sub-Fund~~ ~~HoldCo, is the sole member of TOP III SPV GP, LLC, a Delaware limited liability company, which is~~

~~the manager of PBB Investments II, LLC, a Delaware limited liability company (the “Fund”), which holds the securities. Because ofSub-Fund~~ ~~HoldCo’s relationship to the Fund,Sub-Fund~~ ~~HoldCo may be deemed to beneficially own such securities. The address of each of the reporting persons is c/o TPG Global, LLC 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.~~

~~(16)~~

Based on a Schedule 13G filed on February 13, 2018 by Janus Henderson Group PLC. Janus Henderson Group PLC is a parent holding company of Intech Investment Management LLC, Janus Capital Management, LLC Perkins Investment Management LLC (“Perkins”), Geneva Capital Management LLC (“Geneva”), Henderson Global Investors Limited (“HGIL”), Janus Henderson Investors Australia Institutional Funds Management Limited (“HGIAIFML”) and Henderson Global Investors North America Inc. (“HGINA”), (each an “Asset Manager” and collectively as the “Asset Managers”). Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction that furnishes investment advice to various clients (collectively referred to herein as “Managed Portfolios”). As a result of its role as investment adviser or~~sub-adviser~~ to the Managed Portfolios, Janus Capital reports shared power to vote and dispose of the 2,318,039 shares held by such Managed Portfolios. The address of Janus Henderson Group PLC is 201 Bishopsgate EC2M 3AE, United Kingdom.

~~(17)~~

~~Based on a Schedule 13G filed on January 24, 2018 by Norges Bank (The Central Bank of Norway). The address of Norges Bank is Bankplassen 2, PO Box 1179 Sentrum, NO 0107, Oslo, Norway.~~

~~(18)~~

Represents the following securities held by Mr. Roy: (i) 95,857 shares of Class A common stock; and (ii) a fully vested stock option to acquire 583,728 shares of Class A common stock and 1,266 shares of Class A common stock subject to a restricted stock unit award to be settled within 60 days of April 18 2018. Mr. Roy also beneficially owns 7,759,395 Common Units and associated shares of our Class C common stock held by Mr. Roy ~~4,125,000 of which remain subject to vesting and forfeiture as of April 18, 2018; and 35,185,252 Common Units and associated Class C common stock~~directly; (ii) 36,788 shares held by an affiliated entity over which Mr. Roy and his spouse ~~have~~share voting and dispositive control and full pecuniary ~~interests in.~~interests; and (iii) options to acquire 1,424,784 shares that are vested and exercisable. Does not include ~~27,851~~539,714 shares of Class A common stock underlying ~~an outstanding restricted stock unit award~~RSU awards held by Mr. Roy that are subject to vesting more than 60 days after April ~~18, 2018.~~

~~(19)~~

~~Represents (i) 342,135 shares~~15, 2020. Shares of Class AB common ~~stock; (ii) a fully vested~~ stock ~~option to acquire 1,447,805 shares of Class A common stock; (iii) 527,914~~include (i) 7,759,395 Common Units and associated shares of our Class B common stock ~~259,679~~held by Mr. Roy, 2,250,000 of which remain subject to vesting and forfeiture as of April ~~18, 2018;~~15, 2020 and ~~(iv)~~(ii) 34,810,252 Common Units and associated Class B common stock held by an affiliated entity over which Mr. Roy and his spouse share voting and dispositive control and full pecuniary interests.

(12)

Shares of Class A common stock include (i) 392,295 shares held by Mr. Morton directly and (ii) options to acquire 1,725,074 shares that are vested and exercisable. Does not include 209,267 shares of Class A common stock underlying RSU awards held by Mr. Morton that are subject to vesting more than 60 days after April 15, 2020.

Shares of Class B common stock include (i) 55,770 Common Units and associated shares of Class B common stock held by The Morton Family Trust; (ii) 472,144 Common Units and associated shares of Class B common stock held by Mr. Morton, 141,640 of which remain subject to vesting and forfeiture as of April 15, 2020; and (iii) 3,322,527 Common Units and associated shares of ~~our~~ Class B common stock held by an affiliated company of Mr. Morton over which Mr. Morton has voting and dispositive control and full pecuniary ~~interest in.~~interest.

~~(20)~~(13)

~~Includes (i) 20,169 shares~~

Shares of ~~our~~ Class A common stock include (i) 67,005 shares held by Mr. Nacht directly and (ii) ~~162,647~~options to acquire 391,081 shares that are vested and exercisable. Does not include 139,324 shares of ~~our~~ Class A common stock underlying RSU awards held by Mr. Nacht that are subject to ~~a stock option that is fully vested.~~vesting more than 60 days after April 15, 2020. Mr. Nacht also holds 337,353 Common Units and associated shares of Class B common stock.

~~(21)~~(14)

~~Represents~~

Shares of Class A common stock include (i) 15,291 shares held directly and (ii) 15,936 restricted shares, all of which remain subject to vesting and forfeiture as of April 15, 2020.

(15)

Shares of Class A common stock include (i) 115,291 shares held by Mr. Snyder directly; (ii) 15,936 restricted shares, all of which remain subject to vesting and forfeiture as of April 15, 2020; and (iii) options to acquire 99,438 shares of our Class A common stock ~~subject to a fully~~that are vested and exercisable. Shares of Class B common stock ~~option held by Mr. Snyder and (ii) 332,700~~include 812,797 Common Units and associated shares of ~~our~~ Class B common stock held by the Donald D. and Dorothy R. Snyder ~~2005 Family Limited Partnership, as to which Donald Snyder is a general partner. Mr. Snyder has voting and dispositive control of all these shares. Also includes.~~Living Trust 1989.

~~(22)~~(16)

Based on a Schedule ~~13G~~13G/A filed on February 13, ~~2018~~2020, Form 4s filed on January 6, 2020, February 5, 2020, March 4, 2020, and April 3, 2020, and additional information provided by Thomas A. ~~Thomas, the 2008 Exempt Trust and the S&K Children’s Trust.~~Thomas. Thomas A. Thomas reports sole voting and sole dispositive power over ~~11,236,398~~(i) 1,818,199 shares of our Class A common stock; (ii) 15,936 restricted shares of our Class A common stock, all of which remain subject to vesting and forfeiture as of April 15, 2020; and (iii) 8,250,000 Common Units and associated shares of our Class B common stock, which includes 980,490 Common Units and associated shares of our Class B common stock held by the Marilynn Mack 2012 Irrevocable Trusts (T. Thomas Trustee) of which Mr. Thomas is the sole trustee. Thomas A. Thomas disclaims beneficial ownership of the securities held by the trust. Thomas A. Thomas also reports shared voting and shared dispositive power over (i) 3,000,000 Common Units and associated shares of our Class B common stock held by the 2008 Exempt Trust and (ii) 270,000 Common Units and associated shares of our Class B common stock held by the Drew C. Thomas, Irrevocable Life Insurance Trust, as to which Thomas A. Thomas and Steven Thomas are~~co-trustees~~ who share voting and dispositive power (also see footnote 8 wherein Steven Thomas reports beneficial ownership of these securities). Also includes 3,468,815 Common Units and associated shares of our Class B common stock held by the S&K Children’s Trust, as to which Thomas A. Thomas and Peter Thomas, are~~co-trustees~~ and share voting and dispositive power (see also footnote 5 wherein Peter Thomas reports beneficial ownership over these securities). Thomas A. Thomas disclaims beneficial ownership of the securities held by these trusts.stock. The address of Thomas A. Thomas ~~and the trusts~~ is 2300 West Sahara Ave., Suite 530, Las Vegas, ~~NV.~~NV 89119.

(17)	Represents 15,936 restricted shares of our Class A common stock, all of which remain subject to vesting and forfeiture as of April 15, 2020.

(18)	Includes shares beneficially owned by Melissa Young and Teresa Borden who were appointed executive officers in March 2020.

~~EXECUTIVE~~ COMPENSATION DISCUSSION AND ANALYSIS

Introduction

We ~~closed~~became a public reporting company in October 2017. As of December 31, 2019, we ceased to be an emerging growth company and, therefore, this proxy statement includes information with respect to our ~~initial public offering on October 11, 2017. For the purposes of this section we have elected to comply with the scaled~~ executive compensation ~~disclosure requirements applicable to~~program, policies, and practices that would not have been required had we been an emerging growth ~~companies under SEC rules.~~company, including this Compensation Discussion and Analysis and certain additional compensation tables as set forth following the Compensation Discussion and Analysis.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In ~~2017,~~2019, our ~~“named executive officers”~~NEOs and their positions were as follows:

Rob Roy, Chief Executive Officer;

Thomas Morton, President, ~~General Counsel~~Chief Legal Officer and Secretary; and

Gabe Nacht, Chief Financial Officer.

~~As disclosed~~Compensation Philosophy and Program

Our Board and management are committed to maintaining an executive compensation program that appropriately aligns pay and performance and builds value for the Company’s stockholders.

Objectives. Our executive compensation program is guided by these objectives:

Drive achievement of our goal of enabling current and future compute needs of our customers and facilitating technological advancement through smart and sustainable infrastructure solutions designed to support the most innovative technology ecosystems in the world

Attract and retain top talent by compensating competitively based on the executive’s market value and performance

Align the interests of our executives with those of our stockholders

Framework. To achieve these objectives, our executive compensation program consists primarily of (i) base salary, (ii) annual cash-based incentive bonuses, (iii) equity awards, and (iv) retirement savings opportunities and other employee benefits. For details, see “Components of Compensation” below. We do not have any defined benefit pension, supplemental executive retirement or nonqualified deferred compensation plans. For 2019, approximately 64%, 44% and 62% of Messrs. Roy’s, Morton’s and Nacht’s total compensation (as reported in the Summary Compensation Table) was delivered in the form of equity awards, respectively.

Aligning Pay with Performance. When determining the amount of awards under the annual incentive program, the Compensation Committee considers the Company’s performance as measured against established financial and strategic objectives, as well as each NEO’s contribution to that performance. We reward achievement of these financial and strategic objectives that we believe will contribute to our company’s growth and stockholder value appreciation.

Practice Highlights. We endeavor to maintain sound governance standards in administering our executive compensation program. The following table summarizes our compensation governance policies and practices.


What We Do		What We Don’t Do
✓	fully independent Compensation Committee*	×	pension and executive retirement plans

✓	independent compensation consultant to the Compensation Committee	×	re-price underwater options

✓	payment of significant portion of the 2019 annual awards in the form of equity	×	excise taxgross-ups on change in control payments

✓	annual review of the compensation program, including market trends	×	guarantee minimum bonus amounts to NEOs

✓	annual assessment of potential risks relating to our compensation policies and practices

✓	use of multiple performance goals for annual incentive awards

*	As of March 1, 2020

The Compensation Committee, in consultation with its independent compensation consultant, will continue to assess and refine our executive compensation program. We have also proposed, in this proxy statement, that our stockholders vote annually, on an advisory basis, on our executive compensation.

Roles and Responsibilities

Compensation Committee and Management. The Compensation Committee has overall responsibility for reviewing our compensation philosophy and strategy, overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our NEOs. Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee considers the recommendations of the CEO in establishing compensation for all other NEOs. Our CEO recuses himself from all discussions and recommendations regarding his own compensation and is not present when his compensation is discussed.

Compensation Consultant. The Compensation Committee has the authority, pursuant to its charter, to retain or obtain advice from compensation consultants, legal counsel or other advisers to assist the Compensation Committee in fulfilling its duties and responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee.

Independence of the Compensation Consultant. In 2019, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consulting firm, as advisers to the Compensation Committee on executive compensation matters, including benchmarking against our peer group and advising on compensation structures. The Compensation Committee takes into consideration the recommendations of its independent compensation consultant, but retains absolute discretion as to whether to adopt such recommendations in whole or in part, as it deems appropriate. In evaluating whether any conflict of interest was raised by the work provided by FW Cook during fiscal 2019, our Compensation Committee considered the factors set forth in SEC rules and the requirements of the NYSE, including the nature and amount of the services provided by FW Cook to us in addition to advice related to executive compensation. After such consideration and consultation with FW Cook, our Compensation Committee determined that FW Cook was independent and there was no conflict of interest resulting from the services FW Cook provided during 2019.

How We Make Pay Decisions

The Compensation Committee reviews our executive compensation program annually to assess whether our program structure continues to be aligned with our compensation philosophy and program objectives. In connection with this review, the Compensation Committee makes modifications and enhancements to our program and also evaluates and establishes target compensation opportunities for each of our NEOs.

The Compensation Committee’s decision making for our NEOs’ compensation is guided by various factors, including our executive compensation program objectives, achievement of financial and strategic objectives established by the Compensation Committee and a market analysis (as described below). The Compensation Committee does not weigh these factors in any predetermined manner, and no single factor is determinative in selecting compensation elements and setting compensation levels. The Compensation Committee reviews total compensation, along with the value of past equity awards, to assess the general competitiveness of compensation.

Market Analysis. For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews the compensation levels and practices of a group of peer companies that are similar to us in industry, size and/or growth. For 2019, the compensation peer group consisted of the following companies:


• ATN International, Inc.	• Entegris, Inc.	• Shenandoah Telecommunications Co.

• Cogent Communications Holdings, Inc.	• Fair Isaac Corp.	• Tyler Technologies, Inc.

• Consolidated Communications Holdings, Inc.	• InterDigital, Inc.	• Universal Display Corporation

• CoreSite Realty Corporation	• Monolithic Power Systems, Inc.	• ViaSat, Inc.

• CyrusOne, Inc.	• Progress Software Corporation	• WEX Inc.

• Ebix, Inc.	• QTS Realty Trust, Inc.

The above compensation peer group for 2019 was determined by the Compensation Committee, with input from our independent compensation consultant. The Compensation Committee reviews our compensation peer group periodically and adjusts the group, as needed. The compensation peer group allows the Compensation Committee to monitor the compensation practices of our primary competitors for executive talent. Compensation decisions are not based solely on competitive market data. Rather, this market data serves as one point of reference, among others, to aid in understanding the competitive market for executive positions in our ~~prospectus dated October 5, 2017, filed~~industry.

Components of Compensation

The individual components of our executive compensation program consist primarily of (i) base salary, (ii) annual cash-based incentive bonus, (iii) equity awards, and (iv) retirement savings opportunities and other employee benefits.

Base Salary

Our NEOs receive a base salary to compensate them for services rendered to our company. The base salary payable to each NEO is intended to provide a fixed component of compensation to attract and retain talented and skilled employees and to reflect the executive’s skill set, experience, role and responsibilities. The Compensation Committee periodically reviews each NEO’s base salary, and may adjust the base salaries of our NEOs as part

of its annual executive compensation review and in the event of a promotion or significant change in responsibilities. In establishing base salary amounts and adjustments, the Compensation Committee considers a number of factors, including compensation market data as discussed below, the position’s complexity and level of responsibility, and the assessment of the executive’s performance and other circumstances.

2019 Base Salary Decisions.During 2019, the Compensation Committee, in consultation with FW Cook, reviewed the ~~SEC~~base salaries of our NEOs in ~~connection~~light of the local market for executive officer compensation and other factors described above. Based on such review, our Compensation Committee approved base salaries to ensure that our company remains competitive in attracting and retaining qualified executives. As a result, the base salaries of Messrs. Roy, Morton, and Nacht were increased to $1,046,000, $808,000, and $412,000, respectively.

Annual Incentive Compensation

Annual performance-based cash bonuses are designed to motivate and reward achievement of annual financial and strategic goals, which foster specific behaviors that drive stockholder value.

2019 Bonus Plan.For 2019, our Compensation Committee established target bonus amounts as a percentage of base salary for each of our NEOs as follows: Mr. Roy – 125%; Mr. Morton – 125%; and Mr. Nacht – 85%, in addition to threshold and maximum bonus amounts described below. To earn such bonus amounts, the Compensation Committee established performance goals, with ~~our initial public offering,~~input from FW Cook, based on the achievement of targeted levels of revenue (weighted 25%) and Adjusted EBITDA (weighted 25%) and five Company strategic objectives (weighted 50% in total).

2019 Financial Goals. The Compensation Committee selected revenue as a performance metric because it is a key part of our ~~organizational transactions~~annual operating plan. The Compensation Committee also selected Adjusted EBITDA, defined as net income adjusted for interest expense, interest income, income taxes, depreciation and ~~initial public offering,~~amortization of property and equipment and for specific and defined supplemental adjustments to exclude(i) non-cash equity-based compensation expense; (ii) equity in net losses of investments; and (iii) certain other items that the Company believes are not indicative of its core operating performance. The Compensation Committee determined that Adjusted EBITDA was an appropriate indicator of the Company’s financial performance and, further, that each NEO could directly impact the results of each of the financial performance metrics selected.

The following table sets forth the financial performance metrics, minimum, target and maximum performance levels, and actual performance results under the 2019 bonus plan (dollars in thousands):

Metric
   Weighting
(%)    Minimum
($)    Target
($)    Maximum
($)    Actual
($)
Revenue
   25    400,500    445,000    480,600    462,310
Adjusted EBITDA
   25    178,400    223,000    252,726    231,061 ⁽¹⁾
(1)
Adjusted EBITDA is anon-GAAP measure. For a reconciliation of net income (loss) to Adjusted EBITDA, see Appendix A.
Awards under the 2019 bonus plan were based on an assessment of the Company’s financial performance and an evaluation of the performance of each NEO against the strategic objectives, as discussed below. In the event that financial performance falls anywhere between the specified performance levels described above, a predetermined sliding scale is applied to determine the appropriate payout. The following table sets forth the following threshold, target and maximum bonus amounts based on achievement of the equally weighted financial goals:
Executive
   Threshold
($)    Target
($)    Maximum
($)
Rob Roy
   81,720    653,750    1,307,500
Thomas Morton
   63,125    505,000    1,010,000
Gabe Nacht
   21,890    175,100    350,200

2019 Strategic Objectives. For 2019, the Compensation Committee also established the following Company strategic objectives (each, weighted 10%), which we ~~granted~~believe are a key part of our annual operating plan and critical to the success of the Company: (i) acquisition of additional land for expansion and advancement of process to acquire fee interest in leased land in Las Vegas; (ii) advancement of construction of first data center in Georgia; (iii) development and advancement of corporate sales and marketing capacity; (iv) establishment of a strategic collaboration with one or more major cloud providers; and (v) expansion and monetization of our intellectual property.

The Compensation Committee established that 50% of each NEO’s bonus amount under the 2019 bonus plan would be determined by the achievement of strategic objectives, with maximum payouts capped at target levels. Therefore, the target and maximum bonus amounts for achievement of strategic objectives were as follows: Mr. Roy – $653,750; Mr. Morton – $505,000; and Mr. Nacht – $175,100.

Upon review, the Compensation Committee determined that the NEOs’ contributions had resulted in achievement of 100% of the Company strategic objectives in 2019.

2019 Bonus Plan Awards. Based on the Company’s achievement of the financial goals described in the table above and the achievement of 100% of the Company strategic objectives, the Compensation Committee awarded the following cash bonuses to our NEOs for 2019. The annual cash bonuses awarded to each of Messrs. Roy and Morton an award covering 7,500,000 incentive units of Switch, Ltd. (the “CEO Award”) and 1,511,527 incentive units of Switch, Ltd. (the “President Award”), respectively, which were intended to constitute “profits interests” within the meaning of the relevant Internal Revenue Service Revenue Procedure guidance. The CEO Award was designed to equal 3.0% of all outstanding shares of our common stock after our initial public offering. The grant date fair values of the CEO Award and President Award in 2017 were $87.7 million and $3.0 million, respectively, and each is reflectedNEO for 2019 performance are also set forth in the Summary Compensation Table ~~below.~~in the column titled“Non-Equity Incentive Plan Compensation.”

Executive
   Bonus Plan Award
($)    Total Award as a Percentage of
Target Bonus Amount (%)
Rob Roy
   1,439,995    110.1
Thomas Morton
   1,112,348    110.1
Gabe Nacht
   385,687    110.1
Long-Term Equity Awards
Annual long-term equity awards generally consist of RSUs and stock options. We believe that equity compensation in the form of RSU and stock option awards, typically vesting over four years, effectively recognizes the anticipated future contributions and services of our NEOs and supports our compensation objective of aligning the interests of our NEOs with those of our stockholders.
2019 Long-Term Equity Awards.We adopted the 2017 Incentive Award Plan (the “2017 Plan”) to facilitate the grant of cash and equity incentives to directors, employees (including our NEOs) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.
During 2019, our NEOs received grants of equity awards covering shares of our Class A common stock, in recognition of their contributions and ongoing service to our company. These awards are appropriate to effectively motivate, reward and retain our NEOs, and to further align their interests with our stockholders. In March 2019, our Compensation Committee recommended and the Board approved awards to (i) Mr. Roy of 224,847 RSUs and 759,938 options, (ii) Mr. Morton of 74,125 RSUs and 250,527 options, and (iii) Mr. Nacht of 61,069 RSUs and 206,402 options. In each case, 25% of the RSUs and 25% of the options vested on March 14, 2020, and the remaining RSUs and options will vest in equal installments on each of March 14, 2021, 2022, and 2023. The aggregate grant date fair value of the RSU awards and option awards to each NEO are set forth in the Summary Compensation Table in the columns titled “Stock Awards” and “Option Awards,” respectively.
Other Elements of Compensation
Retirement Plans. We currently maintain a 401(k) retirement savings plan for our employees, including our NEOs, who are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The

Internal Revenue Code of 1986, as amended (the “Code”), allows eligible employees to defer a portion of their compensation, within prescribed limits, on apre-tax basis through contributions to the 401(k) plan. We match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions. We believe that providing a vehicle fortax-deferred retirement savings though our 401(k) plan, and providing matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Health/Welfare Plans. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:

medical, dental and vision benefits;

medical and dependent care flexible spending accounts and health savings accounts;

short-term and long-term disability insurance; and

life insurance.

Other. In addition, we pay on behalf of our NEOs supplemental long-term disability premiums. We provide to certain of our NEOs a car allowance, reimbursement for the cost of remote internet connectivity, and personal use of a company-leased aircraft.

We believe the perquisites described above and in the Summary Compensation Table below are necessary and appropriate to provide a competitive compensation package to our NEOs.

Severance Arrangements and Payments Upon a Change of Control

As further described under the heading “Potential Payments Upon Termination or Change in Control,” we entered into executive severance agreements with each of our NEOs (each, an “Executive Severance Agreement”). Each Executive Severance Agreement provides that the NEO is eligible to receive certain payments and benefits in the event of a “qualifying termination” and enhanced payments and benefits in the event of a “change of control termination.” A “qualifying termination” means a termination for “good reason,” a termination without “cause” or a termination due to death or disability. A “change in control termination” means a qualifying termination within six months prior to, on or within 24 months following, a “change in control.” The benefits are payable under the Executive Severance Agreements only if the executive executes a general release of claims, and complies with his post-employment confidentiality,non-disparagement,non-competition andnon-solicitation obligations.

Prohibitions Against Pledging and Hedging

The Company’s Insider Trading Compliance Policy prohibits our officers, directors and employees from pledging Switch’s stock as collateral to secure loans and from engaging in hedging transactions, includingzero-cost collars and forward sale contracts unless approved by the Board. It further prohibits margin purchases of Switch’s stock, short sales of Switch’s stock, and any transactions in puts, calls or other derivative securities involving Switch’s stock.

Compensation Risk Assessment

We conducted an assessment of our compensation policies and practices for our employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on us.

Compensation Committee Report

Our Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on that review and discussion, our Compensation Committee

approved the Compensation Discussion and Analysis for inclusion in this proxy statement and incorporation by reference in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2019.

Respectfully submitted,

Tom Thomas (Chair)

Donald D. Snyder

Bryan Wolf

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of our ~~named executive officers~~NEOs for the fiscal years ended December 31, ~~2017~~2019, 2018 and ~~2016.~~2017:


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Option Award ($)⁽²⁾		All Other Compensation ($)⁽³⁾⁽⁴⁾		Total ($)		Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)⁽²⁾		Total ($)
Rob Roy		2017		1,000,000		1,255,000		89,443,994		2,911,145		28,103		94,638,242		2019		1,046,000		—		2,396,869		2,393,805		1,439,995		223,760		7,500,429
Chief Executive Officer		2016		1,000,000		1,255,000		1,000,557		—		34,540		3,290,097		2018		1,025,000		—		3,804,152		2,396,875		974,380		42,211		8,242,618
																2017		1,000,000		1,255,000		89,443,994		2,911,145		—		42,326		94,652,465
Thomas Morton		2017		772,500		765,000		3,258,000		7,220,435		25,425		12,041,360		2019		808,000		—		790,173		789,160		1,112,348		95,314		3,594,995
President, General Counsel and Secretary		2016		772,500		771,000		400,052		—		30,867		1,974,419
President, Chief Legal Officer and Secretary																2018		792,325		—		1,824,449		790,175		602,557		34,573		4,044,079
President, Chief Legal Officer and Secretary																2017		772,500		765,000		3,258,000		7,220,435		—		31,248		12,047,183
Gabe Nacht		2017		385,000		327,000		—		811,147		15,998		1,539,145		2019		412,000		—		650,996		650,166		385,687		14,203		2,113,052
Chief Financial Officer		2016		329,808		300,000		517,226		—		13,887		1,160,921		2018		400,000		—		1,066,781		651,000		258,567		20,486		2,396,834
																2017		385,000		327,000		—		811,147		—		19,510		1,542,657

(1)

Amounts reflect the grant date fair value of ~~Common Units, incentive units and restricted stock units (“RSUs”) covering shares of our Class A common stock granted during 2017~~equity awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all equity awards ~~made to executive officers~~ in Note 12, Equity-Based Compensation, to our consolidated audited financial statements included in our annual reports on Form10-K ~~filed with~~for the ~~SEC on April 2, 2018.~~years ended December 31, 2017, 2018, and 2019. For information regarding ~~the number of Common Units, incentive units and RSUs awarded in 2017,~~equity awards granted during 2019, see “— ~~Narrative to Summary~~Components of Compensation ~~Table~~ — 2019 Long-Term Equity ~~Compensation” below.~~Awards.” For information regarding the equity awards held ~~in 2017,~~as of December 31, 2019, see the “— Outstanding Equity Awards at FiscalYear-End” table below.

(2)

~~Amounts reflect~~The 2019 amount in the grant date fair value of options covering shares of our Class A common stock granted to the named executive officers, as computed in accordance ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all equity awards made to executive officers in

~~Note 12, Equity-Based Compensation, to our consolidated audited financial statements included in ourForm 10-K~~ ~~filed with the SEC on April 2, 2018.~~

~~(3)~~

Amounts include our match on the officer’s 401(k) contributions, payment of medical premiums for the dependents of the executives, reimbursement for the cost of annual gym membership fees, for Messrs. Roy and Morton, a car allowance, andtable for Mr. Roy ~~the incremental cost~~consists of (a) $193,918 related to ~~us for the~~Mr. Roy’s personal use of a company-leased aircraft based on the incremental cost to the Company, which is calculated based on the flight-specific costs of the personal flights and ~~life insurance premiums.~~

~~(4)~~

includes costs such as fuel, maintenance, landing and hangar fees, and associated travel costs for the crew, but excludes fixed costs such as the cost to lease the aircraft, depreciation and other overhead costs, (b) $11,200 related to 401(k) matching contributions, and (c) a car allowance, supplemental long-term disability premiums and health savings account contributions. The ~~amounts reported for 2016 revise the amounts previously disclosed under this column and the Total column in our 2016 Summary Compensation Table contained~~2019 amount in the ~~prospectus relating~~table for Mr. Morton consists of (a) $33,980 related to ~~our initial public offiering.~~depreciation of property and equipment for a remote office, (b) $31,377 related to a car allowance, (c) $11,200 related to 401(k) matching contributions, and (d) personal use of a company-leased aircraft based on the incremental cost to the Company, supplemental long-term disability premiums, and reimbursement for the cost of remote internet connectivity. The ~~increases from $25,360, $20,454 and $6,077 for Messrs. Roy, Morton and Nacht, respectively, reported~~2019 amount in the ~~prospectus relating~~table for Mr. Nacht consists of (a) $11,200 related to ~~our initial public offering reflect company-paid medical~~401(k) matching contributions and (b) supplemental long-term disability premiums and reimbursement for ~~coverage provided to~~ the ~~named executive officer.~~cost of remote internet connectivity.

~~Narrative to Summary Compensation Table~~

~~Components of Compensation~~

The individual components of our executive compensation program consist primarily of (i) base salary, (ii) annual cash-based bonus opportunities, (iii) long-term equity incentives and (iv) retirement savings opportunities and limited other employee benefits.

~~2017 Salaries~~

The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The base salaries for Messrs. Roy, Morton and Nacht for 2017 were $1,000,000, $772,500 and $385,000, respectively. In 2017, the Compensation Committee increased Mr. Nacht’s base salary from $350,000 in 2016 to $385,000; the 2017 base salaries for Messrs. Roy and Morton remained unchanged from 2016.

~~2017 Bonuses~~

Historically, the Compensation Committee has approved discretionary annual cash bonuses. In 2017, the Compensation Committee approved such bonuses for Messrs. Roy, Morton and Nacht; these discretionary cash bonuses were awarded in consideration of our company’s performance in 2017, including with respect to our revenue increase from approximately $318 million in 2016 to $378 million in 2017 and our Adjusted EBITDA growth from approximately $153 million in 2016 to $195 million in 2017, and each named executive officer’s individual contributions to that performance.^* ~~The actual annual cash bonuses awarded to each named executive officer for 2017 performance are set forth above in the Summary Compensation Table in the column titled “Bonus.”~~

~~Equity Compensation~~

In 2017, our named executive officers received (i) equity awards in the form of Common Units or incentive units of our subsidiary, Switch, Ltd., prior to our initial public offering, and (ii) equity awards covering shares of our Class A common stock in connection with and following our initial public offering. In addition, in connection with our initial public offering, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.

*	~~Adjusted EBITDA is anon-GAAP~~ ~~measure. For a reconciliation of net (loss) income to Adjusted EBITDA, seeAppendix A~~.

~~Switch, Ltd. Units~~

~~In January 2017, Switch, Ltd. granted to each of Messrs. Roy and Morton an award covering 115,968 and 34,912 fully vested Common Units, respectively.~~

In September 2017, Switch, Ltd. granted to each of Messrs. Roy and Morton the CEO Award and the President Award, respectively. The CEO Award was designed to equal 3.0% of all outstanding shares of our common stock after our initial public offering. In connection with the initial public offering, the incentive units subject to the CEO Award were converted into 7,500,000 Common Units and the incentive units subject to the President Award were converted into 472,144 Common Units. For each Common Unit Messrs. Roy and Morton received, we issued one share of our Class C common stock to Mr. Roy and one share of our Class B common stock to Mr. Morton.

Each of the CEO Award and President Award vested as to 40% of such award upon the closing of our initial public offering, with the remaining 60% vesting over the following four years as follows: over the first two years, as to 2.5% of such award on the first eight quarterly anniversaries of the closing of our initial public offering, October 11, 2017, and, over the following two years, as to 5% of such award on each quarterly anniversary thereafter. Vesting is subject to the executive’s continued service, although the awards will vest in full upon a termination without cause, for good reason or due to the executive’s death or disability, subject to his timely execution and~~non-revocation~~ of a release of claims. In the event of a change in control of our company or Switch, Ltd. (and subject to the executive’s continued service), the CEO Award and the President Award will vest in full immediately prior to such event.

In connection with the initial public offering, all outstanding incentive units held by our named executive officers, other than the CEO Award and the President Award, accelerated in full in connection with the closing of our initial public offering and were converted to Common Units of Switch, Ltd. For each Common Unit held by the named executive officer, we issued one share of our Class C common stock to Mr. Roy and one share of our Class B common stock to the other named executive officers.

~~Switch, Inc. RSUs as Part of the CEO Award~~

In December 2017, the Board approved the grant to Mr. Roy of 50,638 RSUs covering shares of our Class A common stock pursuant to our 2017 Plan. The RSUs were granted in satisfaction of our obligations, under the CEO Award, to ensure that the CEO Award and the RSUs together represent 3.0% of outstanding shares of our common stock, based on the shares outstanding following the exercise by the underwriters of their option to purchase additional shares of our Class A common stock in connection with our initial public offering.

The RSUs will vest simultaneously with the CEO Award and therefore (i) were vested as to 40% of the RSUs on the grant date and (ii) will continue to vest as to 2.5% of the RSUs on each of the first eight quarterly anniversaries of October 11, 2017, the closing date of our initial public offering, and as to 5% of the RSUs on each quarterly anniversary thereafter. The RSUs also are subject to the same accelerated vesting provisions as apply to the CEO Award.

~~IPO-Related~~ ~~Equity Grants~~

In 2017, the Board approved a grant of stock options pursuant to the 2017 Plan to certain of our directors and employees, including our named executive officers, in connection with our initial public offering. These stock options cover an aggregate of 5,724,896 shares of our Class A common stock. Of these, the stock options granted to Messrs. Roy, Morton and Nacht, cover 583,728, 1,447,805 and 162,647 shares of our Class A common stock, respectively.

These stock option grants were effective as of immediately following the determination of the initial public offering price per share of our Class A common stock. The stock options granted to our named executive officers were fully vested as of the date of grant.

Gabe Nacht Offer Letter

On January 7, 2016, in connection with his hiring, we entered into an offer letter with Gabe Nacht, our Chief Financial Officer. Pursuant to the offer letter, Mr. Nacht receives an annual base salary, which was initially set at $350,000 ~~(which~~(and which was ~~increased to $385,000 in 2017)~~subsequently increased. See “— Summary Compensation Table” table above), and is eligible to receive an annual discretionary cash performance bonus, the amount of which will be determined based on the annual financial performance of Switch, Ltd. and individual performance. Pursuant to the offer letter, Mr. Nacht reports directly to Thomas Morton, our President, Chief Legal Officer and ~~General Counsel.~~Secretary.

In connection with entering into the offer letter, Mr. Nacht received a grant of 500,000 incentive units in Switch, Ltd., which were scheduled to vest in equal annual installments of 25% over four years beginning on the first anniversary of the grant date. In 2017, the incentive units accelerated in full in connection with the closing of our initial public offering and were converted to 337,353 Common Units of Switch, Ltd. In addition, Mr. Nacht is eligible to participate in customary health, welfare and fringe benefit plans. The offer letter was subject to Mr. Nacht executing anon-disclosure and inventions agreement and a confidentiality agreement.

~~Other Elements of Compensation~~

~~Retirement Plans~~

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code of 1986, as amended (the “Code”), allows eligible employees to defer a portion of their compensation, within prescribed limits, on a~~pre-tax~~ basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions vest over three years. We believe that providing a vehicle for~~tax-deferred~~ retirement savings though our 401(k) plan, and providing matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

~~Employee Benefits and Perquisites~~

~~Health/Welfare Plans.~~ ~~All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:~~

~~medical, dental and vision benefits;~~

~~medical and dependent care flexible spending accounts;~~

~~short-term and long-term disability insurance; and~~

~~life insurance.~~

In addition, we reimburse the named executive officers for the cost of annual gym membership fees and certain of our named executive officers receive a car allowance. In addition, from time to time, we may reimburse our named executive officers for certain taxes associated with the income they receive from Switch, Ltd.

~~We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.~~

Grants of Plan-Based Awards

The following table sets forth summary information on potential payment opportunities in respect of 2019 performance for each of our NEOs and equity awards granted to them during 2019:

Name


Estimated Future Payouts UnderNon-Equity
Incentive Plan Awards
   All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)⁽⁴⁾    All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)⁽⁴⁾    Exercise
Price
Per
Share of
Option
Awards
($)    Grant Date
Fair Value
of Stock
and Option
Awards
($)⁽⁵⁾
   Grant Date    Threshold
($)⁽¹⁾    Target
($)⁽²⁾    Maximum
($)⁽³⁾
Rob Roy
   N/A    81,720    1,307,500    1,961,250
   3/14/2019                759,938    10.66    2,393,805
   3/14/2019             224,847          2,396,869
Thomas Morton
   N/A    63,125    1,010,000    1,515,000
   3/14/2019                250,527    10.66    789,160
   3/14/2019             74,125          790,173
Gabe Nacht
   N/A    21,890    350,200    525,300
   3/14/2019                206,402    10.66    650,166
   3/14/2019             61,069          650,996
(1)
Amounts reflect potential awards for the achievement of 2019 revenue of $400.5 million, 2019 Adjusted EBITDA of $178.4 million, and no achievement of the 2019 Company strategic objectives. No awards would be payable if 2019 revenue was below $400.5 million and Adjusted EBITDA was below $178.4 million.
(2)
Amounts reflect potential awards for the achievement of 2019 revenue of $445.0 million, 2019 Adjusted EBITDA of $223.0 million, and the full achievement of the 2019 Company strategic objectives.
(3)
Amounts reflect potential awards for the achievement of 2019 revenue of $480.6 million, 2019 Adjusted EBITDA of $252.7 million, and the full achievement of the 2019 Company strategic objectives.
(4)
Each award vests in equal installments on March 14, 2020, 2021, 2022, and 2023.
(5)
Amounts reflect the grant date fair value of equity awards computed in accordance ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all equity awards in Note 12, Equity-Based Compensation, to our consolidated audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.

Outstanding Equity Awards at FiscalYear-End

The following table sets forth summary information regarding the outstanding equity awards held by each ~~named executive officer~~NEO as of December 31, ~~2017.~~2019:


	Option Awards								Stock Awards						Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽¹⁾		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Stock Awards that have not Vested (#)			Market Value of Stock Awards that have not Vested ($)			Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
Rob Roy		583,728		—		17.00		10/5/2027		4,500,000	⁽²⁾		81,855,000	⁽³⁾		583,728		—			17.00		10/5/2027		3,000,000	⁽¹⁾		44,460,000	⁽²⁾
										30,383	⁽⁴⁾		552,667	⁽⁵⁾		325,536		976,609	⁽³⁾		6.97		12/13/2028		20,255	⁽⁴⁾		300,179	⁽⁵⁾
																—		759,938	⁽⁶⁾		10.66		3/14/2029		257,913	⁽³⁾		3,822,271	⁽⁵⁾
																									224,847	⁽⁶⁾		3,332,233	⁽⁵⁾
Thomas Morton		1,447,805		—		17.00		10/5/2027		283,286	⁽²⁾		5,152,972	⁽³⁾		1,447,805		—			17.00		10/5/2027		188,854	⁽⁷⁾		2,798,816	⁽²⁾
																107,319		321,957	⁽⁸⁾⁽⁹⁾		6.97		12/13/2028		85,026	⁽⁸⁾⁽⁹⁾		1,260,085	⁽⁵⁾
																—		250,527	^(8)(10)		10.66		3/14/2029		74,125	^(8)(10)		1,098,533	⁽⁵⁾
Gabe Nacht		162,647		—		17.00		10/5/2027		—			—			162,647		—			17.00		10/5/2027		70,050	^(9)(11)		1,038,141	⁽⁵⁾
																88,417		265,250	^(9)(11)		6.97		12/13/2028		61,069	^(10)(11)		905,043	⁽⁵⁾
																		206,402	^(10)(11)		10.66		3/14/2029

(1)	~~Each of the options in the above table were granted under our 2017 Plan and were fully vested on the date of grant.~~

~~(2)~~

Represents Common Units associated with the CEO Award (as defined below). The remaining unvested portion of the Common Units vests in eight equal installments on January 11, 2020 and ~~the President Award. Forty percent of each award vested on the closing of our initial public offering,~~2021, April 11, 2020 and 2021, July 11, 2020 and 2021, and October 11, ~~2017,~~2020 and the remaining 60% will continue to vest as to 2.5% of the award on each of the first eight quarterly anniversaries of October 11, 2017, and as to 5% of the award on each quarterly anniversary thereafter.2021. Vesting is subject to the executive’s continued service and the award will vest in full upon a termination without cause, for good reason or due to the executive’s death or disability, subject to his timely execution andnon-revocation of a release of claims. In the event of a change in control of our company or Switch, Ltd. (and subject to the executive’s continued service), the awards will vest in full immediately prior to such event. For each Common Unit received by ~~Messrs.~~Mr. Roy, ~~and Morton,~~ we issued one share of our Class C common stock to Mr. ~~Roy and~~Roy. In November 2019, at the request of our Board, the holders of Class C common stock converted each share of Class C common stock held by them into one share of ~~our~~ Class B common stock pursuant to ~~Mr. Morton.~~our Articles of Incorporation.

~~(3)~~(2)

There is no public market for the Common Units, which are exchangeable for shares of Class A common stock on aone-for one basis. For purposes of this disclosure, we have valued the Common Units based on the closing price of our Class A common stock aton December ~~29, 2017~~31, 2019 of ~~$18.19.~~$14.82.

(3)	The remaining unvested portions of these stock option and RSU grants each vest in three equal installments on March 7, 2020, 2021, and 2022. Vesting is subject to the executive’s continued service.

(4)

Represents RSUs covering shares of our Class A common stock ~~granted under our 2017 Plan~~ and comprising a portion of the CEO Award. ~~Forty percent~~The remaining unvested portion of ~~the award vested~~this RSU grant vests in eight equal installments on ~~the grant date, December 27, 2017,~~January 11, 2020 and ~~the remaining 60% will continue to vest as to 2.5% of the award on each of the first eight quarterly anniversaries of~~2021, April 11, 2020 and 2021, July 11, 2020 and 2021, and October 11, ~~2017,~~2020 and ~~as to 5% of the award on each quarterly anniversary thereafter.~~2021. Vesting is subject to the executive’s continued service and the award will vest in full upon a termination without cause, for good reason or due to the executive’s death or disability, subject to his timely execution andnon-revocation of a release of claims. In the event of a change in control of our company or Switch, Ltd. (and subject to the executive’s continued service), the awards will vest in full immediately prior to such event.

(5)	Market value is determined based on the closing price of our Class A common stock aton December ~~29, 2017~~31, 2019 of ~~$18.19.~~$14.82.

(6)	These stock option and RSU grants each vest in four equal installments on March 14, 2020, 2021, 2022, and 2023. Vesting is subject to the executive’s continued service.

(7)

Represents Common Units associated with the President Award (as defined below). The remaining unvested portion of the Common Units vests in eight equal installments on January 11, 2020 and 2021, April 11, 2020 and 2021, July 11, 2020 and 2021, and October 11, 2020 and 2021. Vesting is subject to the executive’s continued service and the award will vest in full upon a termination without cause, for good reason or due to

the executive’s death or disability, subject to his timely execution andnon-revocation of a release of claims. In the event of a change in control of our company or Switch, Ltd. (and subject to the executive’s continued service), the awards will vest in full immediately prior to such event. For each Common Unit received by Mr. Morton, we issued one share of our Class B common stock to Mr. Morton.

(8)

The vesting of these stock option and RSU grants (the “Morton Equity Awards”) is subject to the executive’s continued service and in the event of Mr. Morton’s termination for any reason other than his decision to terminate without good reason or cause, all unvested stock options and RSUs will vest immediately.

(9)	The remaining unvested portions of these stock option and RSU grants each vest in three equal installments on March 7, 2020, 2021, and 2022.

(10)	These stock option and RSU grants each vest in four equal installments on March 14, 2020, 2021, 2022, and 2023.

(11)

The vesting of these stock option and RSU grants (the “Nacht Equity Awards”) is subject to the executive’s continued service and in the event of Mr. Nacht’s termination for any reason other than his decision to terminate without good reason or cause, all unvested stock options and RSUs will vest immediately.

~~Severance~~Option Exercises and Stock Vested

The following table sets forth information concerning the exercise of stock options and the vesting of RSU and Common Unit awards by our NEOs during 2019:

   Option Awards    Stock Awards
Name
   Number of Shares
Acquired in Exercise
(#)    Value Realized on
Exercise
($)    Number of Shares
Acquired on
Vesting
(#)⁽¹⁾    Value Realized on
Vesting
($)⁽²⁾
Rob Roy
   —      —      841,078    9,623,458
Thomas Morton
   —      —      75,558    788,230
Gabe Nacht
   —      —      23,350    189,602
(1)
Includes shares of Class A common stock acquired upon settlement of dividends accrued on RSUs prior to their vesting.
(2)
Market value is based on the closing price of our Class A common stock on the date the RSU or Common Unit award vested.
Potential Payments Upon Termination or Change in Control ~~Arrangements~~
Executive Severance Agreements
On April 10, 2019, we entered into an Executive Severance Agreement with each of our NEOs. Each Executive Severance Agreement provides that the NEO is eligible to receive certain payments and benefits in the event of a “qualifying termination” and enhanced payments and benefits in the event of a “change of control termination.” A “qualifying termination” means a termination for “good reason,” a termination without “cause” or a termination due to death or disability. A “change in control termination” means a qualifying termination within six months prior to, on or within 24 months following, a “change in control.”
In the event of a “qualifying termination,” each of our NEOs is entitled to receive:
an amount equal to his annual base salary payable over (i) 18 months in the case of Mr. Roy; (ii) 15 months in the case of Mr. Morton; and (iii) 12 months in the case of Mr. Nacht following the termination date;
alump-sum payment equal to his cash performance bonus for the year of termination,pro-rated based on the percentage of the year worked prior to the triggering event;

accelerated vesting of the portion of outstanding time-based equity awards (excluding certain restricted stock units held by Mr. Roy) that would have vested if the named executive officer had remained employed for (i) 18 months in the case of Mr. Roy; (ii) 15 months in the case of Mr. Morton; and (iii) 12 months in the case of Mr. Nacht following the termination date;

extension of the post-termination exercise period for any outstanding vested stock options held by the named executive officer at the date of termination through the later of (i) 36 months after his date of termination or (ii) the expiration date of such stock options; and

up to 18 months of subsidized COBRA benefits.

In the event of a “change in control termination,” each of our NEOs is entitled to receive:

an amount equal to (i) two times his annual base salary in the case of Mr. Roy, payable over 24 months; (ii) 1.5 times in the case of Mr. Morton, payable over 18 months; and (iii) one times his annual base salary in the case of Mr. Nacht, payable over 12 months following the termination date; provided, that:

(1)

if such change in control termination occurs prior to a change in control then any amounts that have not been paid prior to the consummation of such change in control instead shall be paid in a single cashlump-sum on date of the change in control; and

(2)

if such change in control termination occurs on or after a change in control, then such amount shall be paid in a singlelump-sum within 60 days following the termination;

alump-sum payment of his cash performance bonus for the year of termination,pro-rated based on the percentage of the year worked prior to the triggering event;

accelerated vesting of all outstanding equity awards subject solely to time-based vesting as of the later of (1) the termination date or (2) the change of control;

up to 18 months of subsidized COBRA benefits.

The benefits described above for our NEOs are only payable if they execute a general release of claims, and comply with the post-employment confidentiality,non-disparagement,non-competition andnon-solicitation obligations. The Executive Severance Agreements further provide that in connection with the sale of all or substantially all of our business or assets, the acquirer of such assets will assume and perform the agreements, or replace them with substantially similar agreements.

Equity Awards

As previously disclosed, in connection with our initial public offering, we granted to each of Messrs. Roy and Morton an award covering 7,500,000 incentive units of Switch, Ltd. (the “CEO Award”) and 1,511,527 incentive units of Switch, Ltd. (the “President Award”), respectively. As mentioned above, each of the CEO Award and President Award, and the RSUs granted to Mr. Roy as part of the CEO Award, will vest in full upon a termination of Mr. Roy or Mr. Morton, as applicable, without “cause,” for “good reason” (each, as defined in the applicable award agreement) or due to the executive’s death or disability, subject to his timely execution andnon-revocation of a release of claims. In the event of a “change in control” of our company or Switch, Ltd. or “sale of the company” (each, as described in the applicable award agreement), and subject to the executive’s continued service, the CEO Award (and the related RSU award) and the President Award will vest in full immediately prior to such event.

In addition, the Morton Equity Awards and the Nacht Equity Awards will vest in full immediately upon Mr. Morton’s or Mr. Nacht’s, as applicable, termination of service for any reason other than termination by Mr. Morton or Mr. Nacht, as applicable, without “good reason” or “cause.”

The other equity awards held by ~~our named executive officers~~Mr. Roy are not subject to accelerated vesting provisions, and none of our ~~named executive officers~~NEOs are eligible to receive any other change in control or severance payments or benefits.

Definitions

For purposes of the CEO Award, ~~and~~ the President Award, the Morton Equity Awards and the Nacht Equity Awards and, where applicable, the Executive Severance Agreements (unless otherwise defined in an employment agreement), the following defined terms apply:

“cause” generally means the executive’s (i) willful failure to substantially perform his duties (other than any such failure resulting from incapacity due to physical or mental illness or any such actual or anticipated failure after the executive’s issuance of a notice of termination for good reason), after a written demand for performance is delivered to the Board, which demand specifically identifies the manner in which the Board believes that the executive has not performed his duties; (ii) commission of an act of fraud or material dishonesty resulting in reputational, economic or financial injury; (iii) commission of, including any entry of a guilty or no contest plea to, a felony or other crime involving moral turpitude; (iv) material breach of fiduciary duty which results in reputational, economic or other injury; or (v) material breach of obligations under a written agreement between the company (or an affiliate) and the executive, including without limitation, a material breach of the Switch Operating Agreement;

“good reason” generally means the occurrence of any one or more of the following events without the executive’s prior written consent: (i) a material diminution in position (including status, offices, titles and reporting requirements),; (ii) a material diminution in authority, duties or responsibilities; ~~(ii)~~(iii) a material reduction of base ~~salary; (iii)~~salary (or target bonus compensation in the case of the Executive Severance Agreements); (iv) a material change in the geographic location at which executive must perform services by more than 25 ~~miles;~~miles (50 miles in the case of the Executive Severance Agreements); or ~~(iv)~~(v) the company’s (or its affiliate’s) material breach of the award ~~agreement;~~agreement or the Executive Severance Agreement, as applicable. With respect to the Executive Severance Agreements, clauses (i) and (iv) must be in connection with a change in control;

“change in control” generally means: (i) a transaction or series of transactions whereby any person or related group of persons directly or indirectly acquires beneficial ownership of securities of the company possessing more than 50% of the total combined voting power of the company’s securities outstanding immediately after such acquisition; (ii) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) whose election by the Board or nomination for election by the company’s stockholders was approved by a vote of at leasttwo-thirds (2/3) of the directors then still in office who either were directors at the beginning of thetwo-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the consummation by the company of a merger, consolidation, reorganization, or business combination or a sale or other disposition of all or substantially all of the company’s assets in any single transaction or series of related transactions or the acquisition of assets or stock of another entity, in each case other than a transaction which results in the company’s voting securities outstanding immediately before the transaction continuing to represent at least a majority of the combined voting power of the successor entity’s outstanding voting securities immediately after the transaction, and after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the successor entity (other than a person or group owning such voting securities of the successor entity solely as a result of owning voting securities of the company prior to such transaction); or (iv) the consummation of a liquidation or dissolution of the company; and

“sale of the company” is generally defined as (a) a merger or consolidation transaction in which Switch, Ltd. or its subsidiary is a constituent party, in each case, except for any such transaction in which Switch, Ltd.’s securities outstanding immediately prior to such transaction continue to represent, or are converted into or exchanged for securities of another entity that represent, immediately

following such transaction, at least a majority, by voting power, of the securities of (1) the surviving or resulting entity; or (2) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such transaction, the parent entity of such surviving or resulting entity; (b) any transaction or series of transactions pursuant to which any unaffiliated third parties in the aggregate acquire securities of Switch, Ltd. possessing the voting power to elect a majority of the Switch, Ltd. board (whether by merger, consolidation, reorganization, combination, sale or transfer of Switch Ltd.’s securities or otherwise), or (c) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by Switch, Ltd. or any of its subsidiaries of all or substantially all the assets of Switch, Ltd. and its subsidiaries taken as a whole, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of Switch, Ltd.

2019 Potential Termination Payments Table

The table below sets forth information about the potential payments and benefits our NEOs who were employed by the Company on December 31, 2019, may receive under their Executive Severance Agreements, as in effect on December 31, 2019, upon (i) the termination of their employment with the Company, (ii) a change in control, or (iii) the sale of the securities of (1) the surviving or resulting entity; or (2) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such transaction, the parent entity of such surviving or resulting entity; (b) any transaction or series of transactions pursuant to which any unaffiliated third partiesCompany. The amounts shown in the ~~aggregate acquire securities of Switch, Ltd. possessing the voting power to elect a majority~~table below are estimates of the ~~Switch, Ltd. board (whether by merger, consolidation, reorganization, combination,~~payments that each NEO would receive in certain instances assuming a hypothetical employment termination date, change of control date or sale of the Company date of December 31, 2019. The amounts actually payable will be determined only upon (i) the termination of employment of each NEO, (ii) a change of control, or ~~transfer of Switch Ltd.’s securities or otherwise), or (c)~~(iii) the sale ~~lease, transfer, exclusive license~~of the Company, taking into account the facts and circumstances surrounding the NEO’s termination of employment, change of control or ~~other disposition,~~sale of the Company, and are qualified in ~~a single transaction or series~~all respects by the terms of ~~related transactions, by Switch, Ltd. or any of its subsidiaries of all or substantially all~~ the ~~assets of Switch, Ltd.~~applicable Executive Severance Agreements and ~~its subsidiaries taken as a whole, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of Switch, Ltd.~~

applicable law.
Name

Payment
   Change in
Control or
Sale of the
Company
($)    Termination
Without Cause,
For Good
Reason, or
Upon Death or
Disability
($)    Change in
Control
Termination
($)
Rob Roy

Base Salary
   —      1,046,000    2,092,000

Bonus
   —      1,439,995    1,439,995

Accelerated Vesting of Common Units and RSUs⁽¹⁾
   44,760,179    48,337,431    51,914,682

Accelerated Vesting of Stock Options⁽²⁾
   —      5,413,861    10,827,723

Continued Health Benefits
   —      23,995    23,995
Thomas Morton

Base Salary
   —      808,000    1,212,000

Bonus
   —      1,112,348    1,112,348

Accelerated Vesting of Common Units and RSUs⁽¹⁾
   2,798,816    5,157,434    5,157,434

Accelerated Vesting of Stock Options⁽²⁾
   —      3,569,555    3,569,555

Continued Health Benefits
   —      25,788    25,788
Gabe Nacht

Base Salary
   —      412,000    412,000

Bonus
   —      385,687    385,687

Accelerated Vesting of RSUs⁽¹⁾
   —      1,943,184    1,943,184

Accelerated Vesting of Stock Options⁽²⁾
   —      2,940,845    2,940,845

Continued Health Benefits
   —      26,393    26,393
(1)
Reflects the value of accelerated vesting of Common Units and RSUs based on the closing price of our Class A common stock on December 31, 2019 of $14.82.
(2)
Reflects the value of accelerated vesting of stock options equal to the excess of (a) the closing price of our Class A common stock on December 31, 2019 of $14.82 over (b) the applicable exercise price of the options.


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Rule14a-11(c) or Rule14a-12


☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

~~Board Recommendation~~			27
ACCOUNTING RELATED MATTERS			2736
Fees Paid to the Independent Registered Public Accounting Firm			2736
Pre-Approval Policies and Procedures			2837
Audit Committee Report			2837
PROPOSAL NO. 3 ADVISORY(NON-BINDING) VOTE ON EXECUTIVE COMPENSATION			38
PROPOSAL NO. 4 ADVISORY(NON-BINDING) VOTE ON HOW FREQUENTLY STOCKHOLDERS SHOULD VOTE TO APPROVE EXECUTIVE COMPENSATION			39
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			2940
OTHER MATTERS			3445
~~APPENDIX A: RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED~~Appendix A			A-1
Reconciliation of Net Income (Loss) to Adjusted EBITDA			A-1


Name⁽¹⁾	Fees Paid in Cash ($)			Option Awards ($)			Total ($)		Fees Paid in Cash ($)		Stock Awards⁽²⁾⁽³⁾($)		Option Awards⁽³⁾($)		Total ($)
Zareh Sarrafian										83,750		199,997		—		283,747
Kim Sheehy										90,000		199,997		—		289,997
Donald D. Snyder		92,500			495,913	⁽²⁾		588,413		112,500		199,997		—		312,497
Tom Thomas		94,800			—			94,800		93,750		199,997		—		293,747
Bryan Wolf		82,500	⁽³⁾		—			82,500		87,500		199,997		—		287,497
Larry Krause⁽⁴⁾		50,625			—			50,625
Zareh Sarrafian		82,500			—			82,500
Kimberly Sheehy⁽⁵⁾		—			—			—


Type of Fees	2017		2016		2019 ($)⁽¹⁾		2018 ($)⁽²⁾
Audit Fees	$	2,969,006	$	1,034,526		4,043,351		3,251,100
Audit Related Fees		—		40,625
Tax Fees		110,000		13,500
Audit-Related Fees						—		126,337
All Other Fees		2,700		1,800		123,718		2,700

Total Fees	$	3,081,706	$	1,090,451		4,167,069		3,380,137


	~~Page~~
INFORMATION CONCERNING VOTING AND SOLICITATION		1
General		1
Availability of Proxy Materials for the Annual Meeting		1
Who Can Vote, Outstanding Shares		1
Voting of Shares		2
Revocation of Proxy		23
Voting in Person, Attendance at the Annual Meeting		3
Quorum and Votes Required		3
Solicitation of Proxies		4
Stockholder List		45
Forward-Looking Statements		45
PROPOSAL 1:NO. 1 ELECTION OF DIRECTORS		56
Board Nominees		56
Information about Director Nominees		5
~~Board Recommendation~~		76
CORPORATE GOVERNANCE		89
Corporate Governance Guidelines		89
Board Composition and Size		8
~~Controlled Company Status~~		89
Director Independence		810
Board Leadership Structure		910
Attendance by Members of the Board at Meetings		911
Executive Sessions		911
Board Committees		1011
Risk Oversight		1113
~~Compensation Risk Assessment~~Corporate Social Responsibility		1213
Code of Business Conduct and Ethics		1213
Communications with Our Board		12
~~Prohibition against Pledging and Hedging~~		1213
Compensation Committee Interlocks and Insider Participation		1214
EXECUTIVE OFFICERS		1315
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS		1416
COMPENSATION DISCUSSION AND ANALYSIS		20
Introduction		20
Compensation Philosophy and Program		20
Roles and Responsibilities		21
How We Make Pay Decisions		22
Components of Compensation		22
Severance Arrangements and Payments Upon a Change of Control		25
Prohibition Against Pledging and Hedging		25
Compensation Risk Assessment		25
Compensation Committee Report		25
EXECUTIVE COMPENSATION		1927
Summary Compensation Table		27
Grants of Plan-Based Awards		28
Outstanding Equity Awards at FiscalYear-End		29
Option Exercises and Stock Vested		30
Potential Payments Upon Termination or Change in Control		30
DIRECTOR COMPENSATION		2534
PROPOSAL 2:NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		2736


Name of Beneficial Owner	Shares of Class A Common Stock		Rights to Acquire Shares of Class A Common Stock⁽¹⁾		Class A Common Stock Beneficial Ownership Percentage⁽²⁾			Shares of Class B Common Stock		Class B Common Stock Beneficial Ownership Percentage			Class A Common Stock Beneficial Ownership Percentage — Assuming Full Redemption⁽³⁾			Combined Voting Power
*5% or more Stockholders*
Dennis Alan Troesh⁽⁴⁾		—		400,000		1.1	%		36,417,410		21.0	%		14.4	%		5.7	%
Peter Thomas⁽⁵⁾		—		—		—			21,372,979		12.3	%		8.5	%		3.3	%
William Gonsalves Balelo⁽⁶⁾		—		400,000		1.1	%		14,501,196		8.4	%		5.7	%		2.3	%
Michael Borden⁽⁷⁾		—		1,536,272		4.1	%		11,476,214		6.6	%		4.5	%		1.8	%
Steven Thomas⁽⁸⁾		—		—		—			10,727,737		6.2	%		4.3	%		1.7	%
Intel Corporation⁽⁹⁾		—		3,027,555		7.7	%		9,082,665		5.2	%		3.6	%		1.4	%
Scott Russell Gragson⁽¹⁰⁾		—		1,500,000		4.0	%		8,831,538		5.1	%		3.5	%		1.4	%
Wells Fargo & Company⁽¹¹⁾		4,160,538		—		11.5	%		—		—			1.7	%		*
ArrowMark Colorado Holdings LLC⁽¹²⁾		3,802,358		—		10.5	%		—		—			1.5	%		*
Waddell & Reed Financial, Inc.⁽¹³⁾		2,785,000		—		7.7	%		—		—			1.1	%		*
The Vanguard Group⁽¹⁴⁾		2,728,791		—		7.6	%		—		—			1.1	%		*
TSSPSub-Fund HoldCo LLC⁽¹⁵⁾		—		2,413,304		6.3	%		8,433,261		4.9	%		3.3	%		1.3	%
Janus Henderson Group PLC⁽¹⁶⁾		2,318,039		—		6.4	%		—		—			*			*
Norges Bank (The Central Bank of Norway)⁽¹⁷⁾		1,842,987		—		5.1	%		—		—			*			*
*Named Executive Officers and Directors*
Rob Roy⁽¹⁸⁾		95,857		584,994		1.9	%		—		—			17.2	%		67.2	%
Thomas Morton⁽¹⁹⁾		342,135		1,447,805		4.8	%		3,850,441		2.2	%		2.2	%		*
Gabe Nacht⁽²⁰⁾		20,169		162,647		*			337,353		*			*			*
Kimberly H. Sheehy		—		—		—			—		—			—			—
Zareh Sarrafian		—		—		—			—		—			—			—
Donald Snyder⁽²¹⁾		—		99,438		*			1,592,170		*			*			*
Thomas A. Thomas⁽²²⁾		—		—		—			17,975,213		10.4	%		7.1	%		2.8	%
Bryan Wolf		—		—		—			—		—			—			—
All directors and executive officers as a group (eight persons)		458,161		2,294,884		7.2	%		23,755,177		13.7	%		27.2	%		71.1	%


Metric	Weighting (%)		Minimum ($)		Target ($)		Maximum ($)		Actual ($)
Revenue		25		400,500		445,000		480,600		462,310
Adjusted EBITDA		25		178,400		223,000		252,726		231,061	⁽¹⁾


Executive	Threshold ($)		Target ($)		Maximum ($)
Rob Roy		81,720		653,750		1,307,500
Thomas Morton		63,125		505,000		1,010,000
Gabe Nacht		21,890		175,100		350,200


Executive	Bonus Plan Award ($)		Total Award as a Percentage of Target Bonus Amount (%)
Rob Roy		1,439,995		110.1
Thomas Morton		1,112,348		110.1
Gabe Nacht		385,687		110.1


Name	Estimated Future Payouts UnderNon-Equity Incentive Plan Awards								All Other Stock Awards: Number of Shares of Stock or Units (#)⁽⁴⁾		All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾		Exercise Price Per Share of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Name	Grant Date		Threshold ($)⁽¹⁾		Target ($)⁽²⁾		Maximum ($)⁽³⁾						Exercise Price Per Share of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Rob Roy		N/A		81,720		1,307,500		1,961,250
		3/14/2019										759,938		10.66		2,393,805
		3/14/2019								224,847						2,396,869
Thomas Morton		N/A		63,125		1,010,000		1,515,000
		3/14/2019										250,527		10.66		789,160
		3/14/2019								74,125						790,173
Gabe Nacht		N/A		21,890		350,200		525,300
		3/14/2019										206,402		10.66		650,166
		3/14/2019								61,069						650,996


Name	Payment	Change in Control or Sale of the Company ($)		Termination Without Cause, For Good Reason, or Upon Death or Disability ($)		Change in Control Termination ($)
Rob Roy	Base Salary		—		1,046,000		2,092,000
	Bonus		—		1,439,995		1,439,995
	Accelerated Vesting of Common Units and RSUs⁽¹⁾		44,760,179		48,337,431		51,914,682
	Accelerated Vesting of Stock Options⁽²⁾		—		5,413,861		10,827,723
	Continued Health Benefits		—		23,995		23,995
Thomas Morton	Base Salary		—		808,000		1,212,000
	Bonus		—		1,112,348		1,112,348
	Accelerated Vesting of Common Units and RSUs⁽¹⁾		2,798,816		5,157,434		5,157,434
	Accelerated Vesting of Stock Options⁽²⁾		—		3,569,555		3,569,555
	Continued Health Benefits		—		25,788		25,788
Gabe Nacht	Base Salary		—		412,000		412,000
	Bonus		—		385,687		385,687
	Accelerated Vesting of RSUs⁽¹⁾		—		1,943,184		1,943,184
	Accelerated Vesting of Stock Options⁽²⁾		—		2,940,845		2,940,845
	Continued Health Benefits		—		26,393		26,393


Name of Reporting Person	Number of Late Reports		Number of Reportable Transactions
William Gonsalves Balelo		4		11
Michael David Borden		1		2
Peter Thomas		3		9


	Years Ended December 31,						Years Ended December 31,
	2017			2016			2019			2018			2017
	(in thousands)						(in thousands)
Adjusted EBITDA:
Net (loss) income	$	(8,580	)	$	31,368
Net income (loss)							$	31,542		$	29,318		$	(8,580	)
Interest expense		25,079			10,836			29,236			26,370			25,079
Interest income		(572	)		(332	)		(704	)		(2,383	)		(572	)
Income tax benefit		(981	)		—
Depreciation and amortization		89,124			66,591
Income tax expense (benefit)								2,713			1,943			(981	)
Depreciation and amortization of property and equipment								119,945			106,666			89,124
Loss on disposal of property and equipment		569			1,994			586			1,206			569
Equity-based compensation								29,524			35,733			84,790
Shareholder-related litigation expense								3,302			2,516			—
Loss on interest rate swaps								14,917			—			—
Equity in net losses of investments								—			331			1,077
Impact fee expense		649			27,018			—			—			649
Equity-based compensation		84,790			5,935
Equity in net losses (earnings) of investments		1,077			10,138
Loss on extinguishment of debt		3,565			—			—			—			3,565
Gain on lease termination		—			(2,801	)
Impairment of notes receivable and interest receivable		—			2,426

Adjusted EBITDA	$	194,720		$	153,173		$	231,061		$	201,700		$	194,720