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Guidelines

Switch has adopted Corporate Governance Guidelines consistent with the requirements of the New York Stock Exchange (“NYSE”) covering, among other things, the duties and responsibilities of our directors and independence standards applicable to our Board committee structures and responsibilities. These guidelines are available on the “Governance” section of our Investor Relations website.

Board Composition
Switch currently has six Board members. Pursuant to our Bylaws, the total number of directors 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 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. The objective is to assemble 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. When considering director candidates, the Nominating and Corporate Governance Committee and the Board evaluate them in accordance with the qualification standards and additional selection criteria set forth in Attachment A to the Corporate Governance Guidelines.

For additional information on Switch policies regarding Board Structure, Shareholder Rights, Voting Provisions, Executive Compensation, Risk Oversight, and Independent Public Accounting Firm, please reference our latest Proxy Filing.

For information on Stakeholder Governance policies, please follow the provided links to related sections within our ESG web portal.

Executive Officers

Rob Roy – Founder, Chairman, and Chief Executive Officer (20 years)
Mr. Roy is our Founder and has served as our Chief Executive Officer and as our Board Chairman since Switch, Inc’s formation in 2017. Mr. Roy also served as Chief Executive Officer and as Board Chairman of Switch, Ltd. from 2003 until the closing of our initial public offering in October 2017. Mr. Roy first began developing data center facilities in 2000.  He merged several predecessor companies he founded into Switch, Ltd. 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 data center industry.

Melissa Young – Chief Information Officer (15 years)
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 Development, Executive Vice President of Sales, Executive Vice President of Colocation, and Director of Customer Engineering.

Teresa Borden – Chief Construction Officer (13 years)
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 2007, Ms. Borden has served in various roles with increasing responsibility, including Executive Vice President of Operations and Executive Vice President of Construction.

Thomas Morton – President and Chief Legal Officer (12 years)
Mr. Morton has served as President and Chief Legal Officer of Switch, Inc. since its formation. Mr. Morton served as President of Switch, Ltd. since January 2016 and as General Counsel of Switch, Ltd. since April 2008. 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 JD from the University of the Pacific – McGeorge School of Law.

Gabe Nacht – Chief Financial Officer (5 years)
Mr. Nacht has served as Chief Financial Officer of Switch, Inc. since its formation and has served as Chief Financial Officer of Switch, Ltd. since January 2016. Prior to joining Switch, 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. He previously served as Chief Financial Officer for Meridian Systems, Inc., Bustos Media, Inc. and Z-Spanish Media, Inc.

To read more about the Switch leadership team, please click here.

Directors

Rob Roy – Chairman
Mr. Roy is our Founder and has served as our Chief Executive Officer and as our Board Chairman since Switch, Inc’s formation in 2017. Mr. Roy also served as Chief Executive Officer and as Board Chairman of Switch, Ltd. from 2003 until the closing of our initial public offering in October 2017. Mr. Roy first began developing data center facilities in 2000. He merged several predecessor companies he founded into Switch, Ltd. 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 data center industry.

Donald Snyder – Lead Independent Director, Nominating and Corporate Governance Committee Chair
Mr. Snyder has served as a member of our Board since our formation and served as a member of Switch, Ltd.’s Board from 2006 until the closing of our initial public offering. He currently serves as the Lead Independent Director, chairs the Nominating and Corporate Governance Committee and also serves on the Compensation Committee. 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 Hospitality at the University of Nevada, Las Vegas (“UNLV”), Mr. Snyder served as Acting President of UNLV in 2014. Subsequently, he served as Presidential Advisor at 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. Mr. Snyder served as a director of Tutor Perini Corporation, a publicly held construction company, from September 2008 to May 2019. He has served as a director on several public and private company boards, numerous non-profit entities, and several state and local public sector commissions and committees over the past 25 years. His non-corporate service includes The Smith Center for the Performing Arts (Chairman), the Nathan Adelson Hospice (past Chairman), UNLV Foundation (past 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, his extensive service on public company boards and related committees, banking and regulatory expertise and management expertise.

Kimberly Sheehy – Audit Committee Chair
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. As an independent director, she currently chairs the Switch Audit Committee and also serves on the Compensation Committee. 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.

Bryan Wolf – Compensation Committee Chair
Mr. Wolf has served as a member of our Board since our formation and served as a member of Switch, Ltd.’s Board from January 2014 until the closing of our initial public offering. As an independent director, Mr. Wolf currently chairs the Switch Compensation Committee and also serves on the Audit Committee. 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.

Tom Thomas
Mr. Thomas has served as a member of our Board since our formation and served as a member of Switch, Ltd.’s 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. 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.

Zareh Sarrafian
Mr. Sarrafian has served as a member of our Board since our formation and served as a member of Switch, Ltd.’s Board from January 2017 until the closing of our initial public offering. As an independent director, Mr. Sarrafian currently serves on the Switch Audit and Nominating and Corporate Governance Committees. He has served as the Chief Executive Officer of Riverside University Health System since October 2014. Prior to that, Mr. Sarrafian served as Chief Administrative Officer at Loma Linda Medical Center in Loma Linda, California from 1998 to 2014. Since December 2019, he has served as a member of the 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 is 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 or has served on a number of not-for-profit and higher education boards. Mr. Sarrafian received his 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.

Committees

We currently have three standing committees: 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 Investor Relations website under the “Governance — Governance Documents” section.

Audit Committee
Switch has a standing Audit Committee, which consists of Ms. Sheehy and Messrs. Wolf and Sarrafian, 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 heightened independence standards for members of an audit committee required by the Securities and Exchange Commission (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 serve on the Audit Committee of any other public company. Click here for the Audit Committee Charter.

Nominating and Corporate Governance Committee
Switch has a standing Nominating and Corporate Governance Committee, which consists of Messrs. Sarrafian and Snyder, with Mr. Snyder serving as chair. Our Board has determined that each of these directors is independent as defined by the applicable rules of the NYSE. Click here for the Nominating and Corporate Governance Committee Charter.

Compensation Committee
Switch has a standing Compensation Committee, which consists of Ms. Sheehy and Messrs. Snyder and Wolf, with Mr. Wolf serving as chair. Our Board has determined that each of these directors is independent as defined by the applicable rules of the NYSE. Click here for the Compensation Committee Charter.

Switch maintains a library of additional policies and procedures to ensure its services are Tier 5 Platinum compliant and meet Switch’s aggressive sustainability standards. Switch secures these policies on site, to avoid the security risks of espionage, terrorism, sabotage, and cyber attack, inherent in unauthorized duplication, proliferation, or exploitation of these policies. If you would like additional detail or an on-site tour of Switch’s facilities to inspect these policies, please contact the Investor Relations Team (investorrelations@switch.com) or the Switch Policy team (policy@switch.com).

 

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Switch

The World’s Leading Data Center Ecosystem Switch
Las Vegas Nevada 89118