UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

(RULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                                  Filed by a party other than the Registrant  ☐

Check the appropriate box:

SWITCH, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

7135 S. Decatur Boulevard

Las Vegas, Nevada 89118

NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Switch, Inc.:

NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting2021 annual meeting of Stockholdersstockholders (the “Annual Meeting”) of Switch, Inc., a Nevada corporation, will be held on Thursday,Friday, June 7, 2018,11, 2021, at 10:11:00 a.m., Pacific Time, at The Citadel Campus, 1 Superloop Circle, McCarran, Nevada 89434, for the following purposes:

We know of no other matters to come before the Annual Meeting. Only stockholders of record of our Class A common stock, Class B common stock and Class C common stock at the close of business on April 18, 2018,14, 2021, are entitled to notice of and to vote at the Annual Meeting or at any postponements or adjournments thereof.

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the coronavirus (“COVID-19”) pandemic, 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.

Regardless of the number of shares of common stock you hold, as a stockholder your role is very important and the Board of Directors strongly encourages you to exercise your right to vote.

TABLE OF CONTENTS

PROXY STATEMENT

COMPANY OVERVIEW

Switch, Inc., a Nevada corporation (“Switch,” the “Company,” “we,” “us” or “our”), is a global leader in exascale data center ecosystems, edge data center designs, cooperative telecommunications purchasing solutions and next-generation data center technology innovation. Switch Founder and Chief Executive Officer (“CEO”) Rob Roy has developed more than 500 issued and pending patent claims covering data center designs that have manifested into the Company’s world-renowned data centers and technology solutions.

We innovate to sustainably progress the digital foundation of the connected world with a focus on enterprise-class and emerging hybrid cloud solutions. Our advanced data centers reside at the center of our platform and provide power densities that exceed industry averages with efficient cooling, while being powered by 100% renewable energy. Two of our data centers are the only carrier-neutral colocation facilities in the world to be certified Tier IV Design, Tier IV Facility and Tier IV Gold in Operational Excellence. While these certifications were among the highest classifications available in the industry at the time, we are building our current facilities to our proprietary Class 5^™ Platinum standards, which exceed and are more comprehensive than Tier IV standards. Our platform has powerful network effects and nurtures a rich technology ecosystem that benefits its participants. We further enhance these benefits as we innovate and expand our ecosystem platform. We currently have more than 950 customers, including some of the world’s largest technology and digital media companies, cloud, IT and software providers and financial institutions as well as network and telecommunications providers.

During 2020, we operated four campus locations, called Primes. Our Primes consist of The Core Campus in Las Vegas, Nevada; The Citadel Campus near Reno, Nevada; The Pyramid Campus in Grand Rapids, Michigan; and The Keep Campus in Atlanta, Georgia. In the aggregate, these facilities have up to 4.7 million gross square feet of space and up to 490 megawatts (“MW”) of available power. Additional data centers are currently under development at three of our Primes. Our Primes are strategically located in geographies that combine favorable tax policies for customers deploying computing infrastructure, favorable pricing for green energy, and a reduced risk of natural disaster. As a result, customers in major metropolitan markets can access our advanced colocation facilities while reducing exposure to the higher taxes, higher cost of power and higher risk of natural disaster that might be prevalent in other markets. They also provide low latency connectivity to major metropolitan markets to which our customers may seek to interconnect.

2020 Performance

Our business delivered strong performance during 2020, highlighted by the following:

2020 Financial Performance:

2020 Operational Highlights:

Environmental, Social and Governance Program Highlights

Our culture is grounded in the philosophy of doing the right thing. Innovation, detail and excellence drives everything from the interior architecture of our environments to our delivery of 100% uptime. We do it all with dedication to providing world-renowned facilities, superior service for our customers, the best working experience in the industry, true technology leadership and deep caring for the communities where we operate and the planet where we live. Our logo mark was designed to put the power of karma at the center of our company. We believe that if you put good energy out, you will receive good energy in return.

Environmental. Sustainability is central to our business philosophy and is the guiding principle to our data center designs. Recent sustainability highlights include:

For additional details, see https://www.switch.com/esg.

Social. As we build more data centers to respond to the rapid growth of the Internet, we work to ensure that our team members and surrounding communities also benefit. Our efforts include:

For additional details, see https://www.switch.com/esg.

Governance. As discussed below, we maintain an ongoing, proactive outreach effort with our stockholders in a variety of ways, and the feedback received is communicated to management and the Board of Directors (the “Board”). Based on feedback received during our engagement efforts, we made the following corporate governance updates over the last two years:

For additional details, see “Corporate Governance” below. We understand the importance of assessing our corporate governance practices regularly and will continue to review and consider changes as appropriate.

Stockholder Engagement

Switch maintains a proactive approach to stockholder engagement though a variety of communication methods. Switch’s executive management and investor relations team communicate regularly with existing stockholders, prospective investors, sell-side analysts, and members of the financial media regarding Switch’s financial performance, operating activities, and strategic business initiatives. These communications involve a combination of activities, including conference calls, onsite or virtual data center tours, onsite or virtual investor meetings, sell-side sponsored investor conferences, and non-deal roadshows.

During 2020, Switch participated in 17 investor conferences and two non-deal roadshows, resulting in 237 unique interactions with a wide variety of stockholders, prospective investors, and industry analysts. This represented a 51% increase in investor engagement compared to the prior year, in large part due to our proactive marketing efforts and increased dedication by our executive team to this topic. In recognition of these efforts, the Switch investor relations team was nominated as a finalist for two categories at the 2021 IR Magazine Awards: “Best in Sector — Communications” and “Most Progress in IR.”

Our highly active engagement efforts have continued in 2021, as we have participated in four industry conferences, two non-deal roadshows, and one virtual data center tour as of March 31, 2021. We believe these investor outreach initiatives are a vital component of our overall business strategy, helping to enhance the market’s knowledge of our brand and improving our access to debt and equity capital markets over the long term.

INFORMATION CONCERNING VOTING AND SOLICITATION

General

Your proxy is solicited on behalf of the Board of Directors (the “Board”) of Switch Inc., a Nevada corporation (as used herein, “Switch,” “we,” “us” or “our”), for use at our 20182021 annual meeting of stockholders (the “Annual Meeting”) to be held on Thursday,Friday, June 7, 2018, 10:11, 2021, 11:00 a.m. Pacific Time, at The Citadel Campus located at 1 Superloop Circle, McCarran, Nevada 89434, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Annual Meeting and any business properly brought before the Annual Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting.

We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders of record, and paper copies of the proxy materials to certain other stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. You can find instructions on how to request a printed copy by mail or electronically on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or around April 26, 2018,30, 2021, we intend to make this proxy statement available on the Internet and to commence mailing of the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this proxy statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.

Availability of Proxy Materials for the Annual Meeting

Our proxy materials, including this proxy statement and 2017 Annual Reportour annual report for the fiscal year ended December 31, 2020, are available online athttps://www.proxydocs.com/SWCH. This website address contains the following documents: the Notice of the Annual Meeting, the proxy statement and proxy card sample, and the 2017 Annual Report. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Who Can Vote, Outstanding Shares

Record holders of outstanding shares of our Class A common stock Class B common stock and Class CB common stock as of the close of business on April 18, 2018,14, 2021, the record date for the Annual Meeting (the “Record Date”), are entitled to vote at the Annual Meeting on all matters to be voted upon. As of the Record Date, there were 36,066,544129,101,921 shares of our Class A common stock 173,624,316and 112,361,180 shares of our Class B common stock and 42,944,647 shares of our Class C common stock outstanding. On each matter presented to our stockholders for vote at the Annual Meeting, the holders of our outstanding Class A common stock and Class B common stock are entitled to one vote per share held as of the Record Date, whilevoting together.

On November 8, 2019 (the “Conversion Date”), at the request of our Board, Rob Roy and his affiliated entities, which comprised all holders of Class C common stock, are entitledconverted each share of Class C common stock held by them into one share of Class B common stock pursuant to our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”). Following the Conversion Date, each share of Class C common stock entitles the holder to one vote instead of ten votes per share heldon all matters on which holders of Class A common stock and Class B common stock are entitled to vote. As a result of the conversion, there were no shares of Class C common stock outstanding as of the Record Date, voting together.Date.

In connection with our initial public offering in October 2017, theThe current owners of common membership interests of Switch, Ltd. (“Common Units”) were issuedhold shares of Class B and Class C common stock on aone-for-one basis for each Common Unit held. The shares of Class B 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. Our Class C common stock is held exclusively by Rob Roy, our Founder, Chairman and Chief Executive Officer, and an affiliated entity of Mr. Roy, whom we refer to as our

Articles of Incorporation (the “Articles of Incorporation”) and Switch, Ltd.’s Fifth Amended and Restated Operating Agreement (the “Switch Operating Agreement”), which is discussed in more detail in the “Relationships and Related Party Transactions” section of this proxy statement. Only Founder Members and Non-Founder Members and their permitted transferees may hold shares of Class B common stock,stock. “Founder Members” refer to Rob Roy, our Founder, Chairman and onlyChief Executive Officer, and an affiliated entity of Mr. Roy. “Non-Founder Members” are those who hold Common Units and shares of Class B common stock. “Members” refers to the Founder Members and their permitted transferees may hold shares of Class C common stock.Non-Founder Members.

Voting of Shares

You may vote by attending the Annual Meeting and voting in person, or you may vote by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.” If you hold your shares of common stock as a record holder and you are viewing this proxy statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. If you hold your shares of common stock as a record holder and you are reviewing a paper copy of this proxy statement, you may vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the preaddressed, postage paid envelope provided to you, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

If you hold your shares of common stock in street“street name,” which means your shares are held of record by a broker, bank or nominee, you will receive a Notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or nominee will allow you to deliver your voting instructions over the Internet and may also permit you to vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the Notice provided by your broker.

The Internet and telephone voting facilities will close at 11:59 p.m. EDT on June 6, 2018. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote by Internet or telephone, then you need not return a written proxy card by mail.

YOUR VOTE IS VERY IMPORTANT. You should submit your proxy even if you plan to attend the Annual Meeting. If you properly give your proxy and submit it to us in time to vote, one of the individuals named as your proxy will vote your shares as you have directed.described below.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows: FOR“FOR” each of the sixeight nominees for director named in the proxy statement, and FOR“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.firm and “FOR” the advisory proposal on executive compensation. The proxy gives each of Rob Roy, Thomas Morton and Gabe Nacht discretionary authority to vote your shares in accordance with his best judgment with respect to all additional matters that might come before the Annual Meeting.

Revocation of Proxy

If you are a stockholder of record, you may revoke your proxy at any time before your proxy is voted at the Annual Meeting by taking any of the following actions:

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, or COVID-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), is and Proposal No. 3 (advisory proposal to approve executive compensation) are not considered a routine matter,matters, and without your instruction, your broker cannot vote your shares.

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, 20172020 and in our periodic reports on Form10-Q and our current reports onForm 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,eight, 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 herthe 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 sixeight 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

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 earlierdeath, 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.

Ms. Archon holds a degree in Finance and a J.D.two degrees from the University of Utah.Texas at Austin, a Bachelor of Science degree in Chemical Engineering and a Master of Science degree in Systems Engineering. We believe Mr. ThomasMs. Archon is qualified to serve as a member of our Board based on his bankingher experience in the technology industry, including expertise in artificial intelligence 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.digital transformation.

Bryan Wolf.Liane Pelletier.Mr. Wolf Ms. Pelletier 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. Since 1997, Mr. Wolf has served in various roles at Intel Capital, a division of Intel Corporation that manages venture capital and investments, andNovember 2020. Ms. Pelletier has served as Managing Directoran independent director on various public company boards since 2007. Since March 2014, Mr. Wolf has also served as Vice2011. From 2003 through 2011, Ms. Pelletier was the Chairwoman, Chief Executive Officer, and President of Intel Corporation. Mr. Wolf holdsAlaska Communications Systems, an Alaska-based telecommunications and information technology services provider. Prior to this, Ms. Pelletier held a Bachelornumber of Science degreeexecutive positions at Sprint Corporation, a telecommunications company. Ms. Pelletier currently serves on the board of directors at Expeditors International of Washington, Inc., a global logistics company (since May 2013), Frontdoor, Inc., a home services business (since September 2018), and ATN International, Inc., a holding company with investments in Political Sciencetelecommunication companies (since June 2012). In 2017, she earned a professional certificate in cyber security from Carnegie Mellon’s Software Engineering Institute/NACD. Ms. Pelletier earned her B.A. in Economics from Wellesley College and an M.S. from the UniversitySloan School of Oregon and an M.B.A. fromBusiness at the UniversityMassachusetts Institute of Pennsylvania’s Wharton School.Technology. We believe Mr. WolfMs. Pelletier 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 centerher background in telecommunications and related technology industriesenterprise services as well as extensive experience in cyber security, cloud services and his familiarity with Switch.mobile technology.

of Cincinnati and holds her Certified Public Accounting license in the stateState 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 SIXEIGHT NAMED DIRECTOR NOMINEES.

CORPORATE GOVERNANCE

Corporate Governance Highlights

We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens Board and management accountability.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelinesCorporate 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.investors.switch.com.

Board Composition, Size and SizeSkills

The currentcurrently authorized number of Board members is six.eight. 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 a one-year term, and holds office until his or her successor is duly elected and qualified, or until his or herthe 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. To assist the Board with this function, the Board maintains and reviews a director skills matrix. The director qualification standards and additional selection criteria considered by the Nominating and Corporate Governance Committee include, among others:

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 or proxy access 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, holdsheld all of our Class C common stock and thus controlscontrolled 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 theIn 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 thata majority of independent directors on our Board and, in March 2020, we reorganized our Compensation Committee and Nominating and Corporate Governance CommitteeCommittees such that each be composedcommittee is comprised entirely of independent directors.

The following table provides a summary of information about the skills and experience of the directors currently serving on our Board:

Skills and Experience of Our Directors

Board Refreshment

The entire Board will stand for election by the stockholders each year at Switch’s annual meeting. Annual re-nomination of directors is not automatic, and the Board’s annual self-evaluation process contributes to the Nominating and Corporate Governance Committee’s and the Board’s consideration of each director’s continuing service. The Lead Independent Director, in consultation with members of the Board and management, will solicit feedback on the performance of individual Board members prior to their consideration for annual nomination for continuing service on the Board. In turn, the Lead Independent Director is annually considered for re-appointment by the other members of the Board. The consideration by the Board for this re-appointment will include evaluation of the Lead Independent Director’s effectiveness in this role and as a member of the Board. Vacancies on the Board that may occur between annual meetings of stockholders will be filled by the Board in accordance with our Articles of Incorporation, Bylaws and Corporate Governance Guidelines.

As directors are subject to the annual evaluation of directors and annual election by stockholders, the Board does not believe it is in the best interests of Switch to establish either a mandatory retirement age or term limits at this time. Additionally, such mandatory retirement age or term limits may cause Switch to lose the contribution of directors who have been able to develop, over a period of time, increasing insight into Switch’s business and therefore can provide an increasingly significant contribution to the Board.

As part of its responsibilities, the Nominating and Corporate Governance Committee, in considering whether each director should be re-nominated to the Board and for succession planning purposes, will take into account on an annual basis the need to regularly refresh the composition of the Board to ensure the Board has the

appropriate complement of expertise and experience to address Switch’s current and anticipated needs. Board refreshment over time assists the Board in maintaining an appropriate balance of tenure, diversity, experience, skills and new ideas needed to provide effective oversight in light of Switch’s current and future strategic needs. Switch benefits when there is a mix of directors with both a history of service with Switch and newer directors who bring a fresh perspective and new ideas.

Service on Other Public Company Boards

While we value having directors with significant experience in other businesses and activities, directors are expected to ensure that other commitments, including outside board memberships, do not interfere with their duties and responsibilities as members of the Board or present a potential or actual conflict of interest. A non-employee director may not serve on more than three additional public company boards, and a director who is also the chief executive officer of another public company may not serve on more than two additional public company boards.

Annual Self-Evaluation

To determine whether the Board and its committees are functioning effectively, the Nominating and Corporate Governance Committee oversees an annual evaluation of the Board, its members and its committees. Such evaluation includes the solicitation of each director’s individual views on Board and committee performance, including on topics such as membership and structure, roles and responsibilities, and relationship with management and advisors. The results are discussed at Board meetings. The goal of this evaluation process is for the Board to gain insight into specific areas where the Board and its committees are functioning effectively and where improvement is desirable.

Commitment to Diversity

The Nominating and Corporate Governance Committee seeks to have the Board represent a diversity of backgrounds and experience and assesses potential nominees in light of the Board’s current size and composition. Diversity of race, ethnicity, gender, age, cultural background or professional experience is among the qualification standards as the Board believes that having a diverse Board promotes inclusiveness and enhances the Board’s deliberations. The Board is dedicated to maintaining a Board with a broad scope of experience, expertise, and perspectives to promote the consideration of differentiated viewpoints, address Switch’s evolving strategic needs, and strengthen its competitive position. Accordingly, the Nominating and Corporate Governance Committee is committed to achieving and maintaining diversity among Board members, and with respect to any director position to be filled by a new candidate, the Nominating and Corporate Governance Committee will ensure that candidates of diverse backgrounds are considered as part of the search process.

Director Majority Voting Resignation Policy

In 2021, the Board implemented a Director Resignation Policy. Under this policy, if any director in an uncontested election does not receive over 50% of the votes cast, meaning that the director receives more “withhold” votes than “for” votes, the director is deemed to have tendered his or her resignation offer to the Nominating and Corporate Governance Committee for evaluation and provide its recommendation to the Board. The members of the Board (other than the affected director) will take formal action on the Nominating and Corporate Governance Committee’s recommendation within ninety (90) days following the certification of the stockholder vote by the Inspector of Election. If a director’s resignation offer is accepted, the Board may fill the resulting vacancy or decrease the size of the Board in accordance with our Articles of Incorporation and Bylaws.

Proxy Access

In February 2021, we amended our Bylaws to implement “proxy access,” a means for the Company’s stockholders to include stockholder-nominated director candidates in the Company’s proxy materials for annual

meetings of stockholders. Section 2.13(b) of the Bylaws generally permit a stockholder, or group of not more than twenty (20) stockholders, to include up to the greater of two (2) director nominees or twenty percent (20%) of the number of directors in office as of the last day a notice for nomination may be timely received in the Company’s proxy materials for annual meetings of its stockholders; provided that the stockholder or group of stockholders has for at least three (3) years owned (as determined by the Board) three percent (3%) or more of the Company’s outstanding capital stock entitled to vote. Use of the proxy access process to submit stockholder nominees is subject to additional eligibility, procedural and disclosure requirements set forth in the Bylaws.

Director Independence

The Board has affirmatively determined that each of Messrs. Sarrafian, Snyder, and Wolf and SarrafianMses. Archon, Pelletier, 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.

Attendance by Members of the Board at Meetings

Switch, Inc. was formed in June 2017. Our Board held threeten meetings during the year ended December 31, 2017.2020. During 2017,2020, 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. All members of our Board attended our 2020 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.

The Compensation Committee’s responsibilities include:

		•  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 or auditing matters; and •  discuss with management and our independent registered public accounting firm any related party transactions.
Compensation Committee Current Members: •  Bryan Wolf, Chair •  Kim Sheehy •  Donald Snyder Independent: All Number of Meetings in 2020: 6		The primary responsibilities and functions of our Compensation Committee are, among other things, to: •  review and approve, or recommend that our Board approve, the compensation of our Chief Executive Officer and other executive officers; •  review and make recommendations to our Board regarding the compensation of our directors; •  retain or obtain advice from compensation consultants, legal counsel or other advisers and consider their independence from management; •  review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in Switch’s proxy statement; and •  review and approve, or recommend that our Board approve, incentive compensation and equity plans.
Nominating and Corporate Governance Committee Current Members: •  Donald Snyder, Chair •  Angela Archon •  Liane Pelletier •  Zareh Sarrafian Independent: All Number of Meetings in 2020: 4		The primary responsibilities and functions of our Nominating and Corporate Governance Committee are, among other things, to: •  identify individuals qualified to become members of our Board, consistent with criteria approved by our Board, and 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 its committees; •  evaluate and recommend to the Board regarding the independence of the Board members and nominees; •  develop and recommend to our Board corporate governance guidelines and other governance matters; •  oversee the evaluation of the Board and its committees; •  oversee the assessment and management of enterprise risk, including providing guidance on appropriate risk taking within the business and periodically discussing with management Switch’s major risk exposures (other than financial risk exposures that are overseen by the Audit Committee) and the steps management has taken to monitor and control such exposures;

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 secretarySecretary 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 HedgingStock Ownership Guidelines

We maintain an Insider Trading Compliance Policy that prohibits our officers,Our Board adopted Stock Ownership Guidelines applicable to non-employee directors and employeesexecutive officers. Each non-employee director is expected to own shares of Class A common stock with a market value equal to four times (4x) the value of the non-employee director’s annual cash retainer for board service (excluding any annual cash retainer for committee membership, chairmanship or Lead Independent Director). Our Chief Executive Officer is expected own shares of Class A common stock with a market value equal to five times (5x) the value of his annual base salary. Each of our President, Chief Financial Officer, Chief Information Officer and Chief Construction Officer is expected own shares of Class A common stock with a market value equal to one and one-half times (1.5x) the value of his or her annual base salary.

The following count towards satisfaction of the guidelines: (i) the value of shares of Class A common stock into which Common Units are convertible or exchangeable, (ii) the intrinsic value of any unexercised in-the-money stock options, and (iii) the value of any outstanding restricted stock awards (“RSAs”), whether or not vested in each case and whether held beneficially or of record by the director or officer, including if owned through trusts or in the name of his or her spouse or children. Each person has until the later of five years from pledging Switch’s(x) the effective date of the guidelines or (y) his or her first appointment or election as a director or officer, as applicable, to meet the stock as collateral to secure loans and from engagingownership requirements.

Clawback Policy

Our Board has adopted a Compensation Recoupment Policy whereby in hedging transactions, includingzero-cost collars and forward sale contracts. It further prohibits margin purchasesthe event of a restatement of Switch’s stock, short salesfinancial results due to fraud or willful illegal conduct by one or more executive officers, the Compensation Committee is required to review our performance-based compensation awards and may, if it determines appropriate after considering all relevant facts and circumstances, require the reimbursement of Switch’s stock, and any transactions in puts, calls or other derivative securities involving Switch’s stock.the incremental incentive compensation that an executive officer received as a result of the restated financial results.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2017,2020, the members of our Compensation Committee were Messrs. Snyder, Thomas Snyder(until March 2020), and Wolf.Mr. Wolf and Ms. Sheehy (since March 2020). None of the members of our Compensation Committee iswere, during 2020, 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 2020 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, 2017,2020, 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.”

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 SchoolDevelopment, Executive Vice President of Business at NortheasternSales, 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:

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 36,066,544129,101,921 shares of Class A common stock 173,624,316and 112,361,180 shares of Class B common stock and 42,944,647outstanding as of the Record Date, April 14, 2021. There were no shares of Class C common stock outstanding as of the Record Date, April 18, 2018.14, 2021. 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, 201814, 2021 or within 60 days of April 18, 2018,14, 2021, including upon redemption of certain Common Units, uponvesting and exercise or vesting of stock options, or upon the vesting of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), or upon exercise of the stockholder’s Common Unit redemption right, 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.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

We closed 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 emerging growth companies under SEC rules.Introduction

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 2017,2020, our “named executive officers”NEOs and their positions were as follows:

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:

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.

Aligning Pay with Performance. When determining the amount of awards under the annual cash 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. Also, the Compensation Committee uses equity awards to support alignment between management and long-term stockholders. For example, in 2020, approximately 67% of our CEO’s total compensation (as reported in the Summary Compensation Table) was delivered in the form of equity awards.

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.

2021 Enhancements and Implementation of Performance-Vesting Restricted Stock Unit Awards. Historically, annual long-term equity awards generally consisted of RSUs and stock options, with half of the grant date value of the awards awarded in RSUs and the other half awarded in stock options. The Compensation Committee, in consultation with its independent compensation consultant, reviewed the executive compensation program for potential enhancements. In March 2021, to further support alignment between management and long-term stockholders, we implemented a form of PSU agreement under our 2017 Incentive Award Plan (the “2017 Plan”) with respect to PSU awards. PSUs replaced the use of stock options. Specifically, with respect to the long-term equity awards granted to NEOs on March 3, 2021, half of the grant date value of the awards were awarded in RSUs and the other half were awarded in PSUs.

The RSU grants awarded were as follows: (i) 206,030 to Mr. Roy, (ii) 104,091 to Mr. Morton, (iii) 50,251 to Mr. Nacht, (iv) 9,332 to Ms. Young, and (v) 5,384 to Ms. Borden. In each case, the RSUs will vest over time with 25% of such RSUs vesting on each of March 3, 2022, 2023, 2024, and 2025.

The PSUs granted contain the following key terms:

The PSUs will vest depending on Switch’s TSR over the three-year period from the March 3, 2021 grant date (the “Performance Period”), relative to the TSR of the companies in the Index Group according to the following schedule (including the potential PSU payouts in the number of shares of Class A Common Stock):

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 2020, the compensation peer group consisted of the following companies:

The above compensation peer group for 2020 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 withindustry.

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 SEC in connection withexecutive’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 initial public offering,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.

2020 Base Salary Decisions. During late 2019, the Compensation Committee, in consultation with FW Cook, reviewed the base salaries of Messrs. Roy, Morton and Nacht in light of the market for executive officer compensation and other factors described above in order to plan for 2020 compensation decisions. Based on such review, our organizational transactionsCompensation Committee approved base salaries to ensure that our company remains competitive in attracting and initial public offering, we granted to eachretaining qualified executives. As a result, the base salaries of Messrs. Roy and Morton an award covering 7,500,000 incentive unitsremained at $1,046,000 and $808,000, respectively, and Mr. Nacht’s base salary increased from $412,000 to $470,000 in

recognition of Switch, Ltd. (the “CEO Award”his responsibilities and contributions to the performance of the Company. Mses. Young and Borden were appointed as executive officers in March 2020 and their base salaries for 2020 were $323,884 and $255,698, 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.

2020 Bonus Plan.For 2020, our Compensation Committee established target bonus amounts as a percentage of base salary for certain 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 input from FW Cook, based on the achievement of targeted levels of revenue (weighted 25%) and 1,511,527 incentive unitsAdjusted EBITDA (weighted 25%) and various Company strategic objectives (weighted 50% in total). The potential earn-out for the revenue and Adjusted EBITDA goals was 200%, while the strategic objectives was 100%, resulting in a combined maximum of Switch, Ltd. (the “President Award”), respectively, which were intended to constitute “profits interests” within the meaning150% of the relevant Internal Revenue Service Revenue Procedure guidance.target bonus amount as follows:

The earn-out schedule for the revenue and Adjusted EBITDA performance goals was as follows:

for cloud provider deployments; development and inclusion of environmental, social and governance materials in investor reports; and discussion with the independent auditors regarding the successful removal of our material weakness during our 2020 financial audit. The Compensation Committee reviewed over 15 elements, noting that three construction milestones were substantially complete or made substantial progress given delays in construction permits and zoning approvals that occurred during 2020 as a result of COVID-19, pushing out the completion of certain construction projects by three to six months. The Compensation Committee agreed that all other elements were achieved despite the impacts of COVID-19.

After the robust review discussed above, the Compensation Committee determined that the contributions of Messrs. Roy, Morton and Nacht had resulted in achievement of 100% of the Company strategic objectives in 2020.

2020 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 Messrs. Roy, Morton and Nacht for 2020. The annual cash bonuses awarded to Messrs. Roy, Morton and Nacht for 2020 performance are also set forth in the Summary Compensation Table below.in the column titled “Non-Equity Incentive Plan Compensation.”

March 2, 2022, 2023, and 2024. 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.

As Mses. Young and Borden were appointed as executive officers in March 2020, their long-term equity award structure was different in 2020, but as described above under “2021 Enhancements and Implementation of Performance-Vesting Restricted Stock Unit Awards,” they, along with Messrs. Roy, Morton and Nacht, will each be granted a mix of PSUs and RSUs.

For 2020, Ms. Young was awarded 17,500 RSUs, 25% of which vested on January 2, 2021 and the remaining RSUs will vest in equal installments on each of January 2, 2022, 2023, and 2024. The aggregate grant date fair value of the RSU award to Ms. Young is set forth in the Summary Compensation Table in the column titled “Stock Awards.” Ms. Borden did not receive any equity awards in 2020.

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 a pre-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 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 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:

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, property and equipment for a remote office, provision of or 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 Messrs. Roy, Morton and Nacht (each, an “Executive Severance Agreement”). Each Executive Severance Agreement provides that the executive 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 and non-solicitation obligations. We do not have executive severance agreements with Mses. Young or Borden.

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, including zero-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 Form 10-K for the fiscal year ended December 31, 2020.

Respectfully submitted,

Bryan Wolf (Chair)

Kim Sheehy

Donald D. Snyder

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officersNEOs for the fiscal years ended December 31, 20172020, 2019 and 2016.2018: