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Switch currently has eight Board members, including six independent directors. 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 the Corporate Governance Guidelines Attachment A.
The Nominating and Corporate Governance committee provides oversight and guidance to management regarding Switch’s environmental, social and governance program and initiatives, including matters related to climate-related risks and opportunities, human rights, diversity, and privacy and data security.
DIVERSITY POLICY ANDDiversity of race, ethnicity, gender, age, cultural background or professional experience are 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. Currently, the Switch Board includes three female directors, representing half of our independent directors.
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.
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.
Switch has a standing Audit Committee. 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.
Switch has a standing Nominating and Corporate Governance Committee. 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.
The Switch Board of Directors’ Nominating and Corporate Governance Committee provides oversight and guidance to management regarding Switch’s information technology system controls and security, including periodically reviewing Switch’s cybersecurity and other information technology risks, controls, initiatives and action plans. Our data privacy and cybersecurity programs and policies cover all Switch business activities across all geographic locations in which we operate.
The Nominating and Corporate Governance committee provides oversight and guidance to management regarding Switch’s environmental, social and governance program and initiatives, including matters related to climate related risks and opportunities, human rights, diversity, and privacy and data security.
Liane Pelletier: Ms. Pelletier is an NACD Board Leadership Fellow and has earned the NACD/Carnegie Mellon Certificate in Cybersecurity Oversight. Ms. Pelletier is qualified to serve as a member of our Board based on her career in telecommunications, her experience in board practices around cybersecurity, ERM, and ESG oversight as well as the breadth of her roles and leadership on matters like succession planning and shareholder engagement.
Donald Snyder: Mr. Snyder has served as Chairman of the Governance Committee for Western Alliance Bancorporation, a nationally chartered bank, listed on the NYSE, with a market cap of more than $7 billion. In this role, he has been actively engaged in the effort to elevate the bank’s ESG effectiveness and ratings and maintained primary ESG oversight for the Board. These efforts have included in-depth internal training sessions in the Governance Committee, facilitated with input from respected outside experts, including NACD, KPMG and outside legal counsel. His duties as Chairman of the bank’s Governance Committee also include reporting to the full Board a summary of those Committee sessions. Mr. Snyder continues to read extensively on the subject of ESG, including articles produced by NACD and Bank Director Magazines.
Zareh Sarrafian: Mr. Sarrafian served as Chairman of the Governance committee of Pacific Premier Bancorp, Inc. since 2016, where he has engaged in consistent discussion and focus on ESG related topics, including training through trade organizations, Bank Directors, and NADC. In this role, Mr. Sarrafian has led an intentional effort to achieve diversification of the bank’s board of directors, to reflect the uniqueness and diversity of its constituents and community. He has also provided valuable input toward office design and operations to incorporate efficient and clean energy use, natural resource conservation, and waste management.
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).
