UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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  o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting of Stockholders

Items of Business

Notice is hereby given that the 2019 Annual Meeting of Stockholders of Zayo Group Holdings, Inc. will be held virtually via live webcast on Tuesday, November 5, 2019, at 7:30 a.m. (Mountain Time). The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/zayo2019, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the Annual Meeting, you will need the 16 digit control number included on your notice of Internet availability of the proxy materials.

Only stockholders of record at the close of business on September 9, 2019 are entitled to notice of, and to vote at, the virtual meeting and any adjournments thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at our headquarters in Boulder, Colorado and such list will be made available during our virtual meeting at www.virtualshareholdermeeting.com/zayo2019.

Your vote is important. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting.

By Order of the Board of Directors,

Internet	Telephone	Mail	Virtual Meeting
Visit the Website noted on your proxy card to vote via the Internet.	Use the toll free telephone number on your proxy card to vote by telephone.	Sign, date and return your proxy card in the enclosed envelope to vote by mail.	Attend the virtual meeting.

Summary

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Zayo Group Holdings, Inc. (“Zayo” or the “Company”) for the Annual Meeting of Stockholders of the Company to be held virtually on Tuesday, November 5, 2019, at 7:30 a.m. (Mountain Time), and any adjournment or postponement thereof (the “Annual Meeting”). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/zayo2019, where you will be able to listen to the meeting live, submit questions and vote online.

In this document, the words “Zayo,” the “Company,” “we,” “our,” “ours,” and “us” refer only to Zayo Group Holdings, Inc. and not any other person or entity.

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow us to deliver proxy materials to our stockholders on the Internet. Under these rules, we are sending our stockholders a one-page notice regarding the Internet availability of proxy materials instead of a full printed set of proxy materials. Our stockholders will not receive printed copies of the proxy materials unless specifically requested. Instead, the one-page notice that our stockholders receive will tell them how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells our stockholders how to submit their proxy card on the Internet and how to request to receive a printed copy of our proxy materials. We expect to provide notice and electronic delivery of this proxy statement to such stockholders on or about September 23, 2019.

Please Vote

Whether or not you plan to attend the virtual annual meeting, we encourage you to vote promptly. A person giving a proxy has the power to revoke it. If you attend the virtual annual meeting, you may revoke your proxy and vote via the virtual meeting website.

Voting and Quorum, Abstentions and Broker Non-Votes

Only holders of record (the “Stockholders”) of our common stock (the “Common Stock”) as of the close of business on September 9, 2019 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. On September 9, 2019 there were 236,270,443 shares of Common Stock outstanding. You may vote all shares owned by you as of the Record Date, including (i) shares held directly by you in your name as the Stockholder of record, and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee.

Stockholder of Record.    If, on the Record Date, your shares were registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you are entitled to vote in any one of the following ways:

Internet	Telephone	Mail	Virtual Meeting
Stockholders can vote on the Internet by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials.	Stockholders can vote over the telephone using the toll-free telephone number obtained by accessing the website set forth in the instructions provided in the one-page notice regarding the Internet availability of proxy materials.	Stockholders can vote by mail after requesting a paper copy of the proxy materials, including a proxy card, by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials.	Stockholders who choose to attend the virtual Annual Meeting can vote via the virtual meeting website by visiting www.virtualshareholdermeeting.com/zayo2019. You will need the 16-digit control number included on your notice of Internet availability of proxy materials in order to participate in the virtual Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com. Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the Annual Meeting.

Beneficial Owner.    If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the virtual Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each share of Common Stock is entitled to one vote on all matters on which Stockholders may vote. There is no cumulative voting in the election of directors. The presence, in person or by proxy, of a majority of the voting power of the Common Stock outstanding and entitled to vote is necessary to constitute a quorum at the Annual Meeting. Shares of Common Stock represented by a properly executed and returned proxy will be treated as present at the Annual Meeting for purposes of determining the presence of a quorum without regard to whether the proxy is marked as casting a vote for or against, or withholding authority or abstaining with respect to a particular matter.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the shares. Abstentions occur when shares present at the Annual Meeting are marked “abstain.” A broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the virtual Annual Meeting. All of the proposals presented at the Annual Meeting, other than the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2020 (“Fiscal 2020”), are non-routine matters. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

Required Votes

Directors will be elected by a plurality of the votes cast. This means that the nominees with the most votes will be elected. Votes may be cast for or withheld from a nominee, but a withheld vote or a broker non-vote will not affect the outcome of the election of directors at the Annual Meeting.

The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal is required for approval of the ratification of our selection of KPMG LLP as our independent registered public accounting firm for Fiscal 2020. Because they represent votes present and entitled to vote that are not cast in favor of a proposal, abstentions have the same effect as votes “against” this proposal. Because the ratification of our independent registered public accounting firm is considered a “routine” matter, brokers will be entitled to vote on the proposal at their discretion. Therefore, broker non-votes, if any, will have the same effect as a vote against the proposal.

The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required for approval of the advisory vote on executive compensation. Because they represent votes present and entitled to vote that are not cast in favor of a proposal, abstentions have the same effect as votes “against” the say on pay proposal. Broker non-votes, however, will not be considered as entitled to vote on this proposal, and therefore, will have no effect on the outcome of this proposal.

Revocation and Voting of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time prior to the voting thereof by (i) delivering to the Corporate Secretary of the Company a revocation of proxy, (ii) executing a new proxy bearing a later date, or (iii) attending and voting at the virtual Annual Meeting. Attendance at the virtual Annual Meeting will not, by itself, revoke a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

All valid, unrevoked proxies will be voted as directed. If a proxy card is properly executed and returned and no voting specification is indicated, the shares will be voted:

With respect to such other matters as may properly come before the Annual Meeting, votes will be cast in the discretion of the appointed proxies.

Proxy Solicitation

We are making this proxy solicitation both through the mail and Internet, although proxies may be solicited by personal interview, telephone, facsimile, letter, email or otherwise. Certain of our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies. We will pay the cost of this solicitation, including the reasonable charges and expenses of brokerage firms and others who forward solicitation materials to beneficial owners of the Common Stock.

Attending the Virtual Annual Meeting

Stockholders as of the Record Date are invited to attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/zayo2019. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials. The Annual Meeting will begin promptly at 7:30 a.m. (Mountain Time). Online check in will begin at 7:25 a.m., (Mountain Time), and you should allow sufficient time for the online check in procedures.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the Securities and Exchange Commission (the “SEC”) in a current report on Form 8-K within four business days of the Annual Meeting.

Proposal 1. Election of Directors

At the 2018 annual meeting of stockholders, an amendment to our Certificate of Incorporation was approved to phase out and eventually eliminate the classified structure of the Board of Directors. As a result, and in accordance with the Certificate of Incorporation, as amended, the three directors whose terms are scheduled to expire at the Annual Meeting are nominated for re-election in this proxy statement to serve a one-year term expiring at the annual meeting of stockholders in 2020 and until successors shall have been duly elected and qualified, or until his or her earlier resignation or removal, subject to the consummation of the Merger (defined below). Proxies cannot be voted for more than three persons. Unless otherwise specified in the accompanying proxy, the shares voted by proxy will be voted FOR the election of the persons listed for a term expiring at the annual meeting of stockholders in 2020.

Each of the nominees listed below has agreed to serve as a director of the company if elected. The Company knows of no reason why the nominees would not be available for election or, if elected, would not be able to serve. If any of the nominees are unable to serve or for good cause will not serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board to fill the vacancy.

On May 8, 2019, Zayo, Front Range TopCo, Inc. (“Parent”), a Delaware corporation, and Front Range BidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) to be acquired by a consortium of private equity funds including affiliates of EQT Infrastructure IV, Digital Colony Partners, LP, DC Front Range Holdings I, LP and FMR LLC. The Merger Agreement provides that, among other things, and upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving and continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. In connection with the closing of the Merger, each director of the Company will be required to tender his or her resignation. The Merger is expected to close in the first half of 2020, following which the Company will operate as a privately-held company. As a result, if the Merger closes before the Company holds its 2020 annual meeting of stockholders, the directors may not serve for the full term to which he or she has been elected. For more information regarding the Merger Agreement and the Merger, please see the Company’s Definitive Proxy Statement filed with the SEC on June 26, 2019.

Nominees for Director with Term Expiring at the Annual Meeting of Stockholders in 2020:

Rick Connor

	•      Independent Director •      Audit Committee Chairperson     Mr. Connor was appointed Director as a result of his extensive technical accounting and auditing background, knowledge of SEC filing requirements and experience with telecommunications clients.     Experience     Mr. Connor is retired. Prior to his retirement in 2009, he was an audit partner with KPMG LLP where he served clients in the telecommunications, media and energy industries for 38 years. From 1996 to 2008, he served as the Managing Partner of KPMG’s Denver office. Mr. Connor is currently a member of the board of directors and Chairman of the audit committee of Centerra Gold, Inc., a Toronto based gold mining company listed on the Toronto Stock Exchange. Mr. Connor was a member of the board of directors and Chairman of the audit committee of Antero Resources Corporation, an independent oil and natural gas corporation and Antero Resources Midstream Management LLC, the general partner of Antero Midstream Partners LP, a master limited partnership formed by Antero Resources Corporation. Mr. Connor resigned from each of Antero Resources and Antero Midstream in January, 2019. Mr. Connor earned his B.S. degree in accounting from the University of Colorado.
Director Since: June 2010
Age:(1) 70

Proposal 1. Election of Directors

Cathy Morris

	•      Independent Director •      Audit Committee Member •      Compensation Committee Chairperson     Ms. Morris was appointed Director as a result of her extensive strategic, leadership, operational and financial experience in the technology area.     Experience     Ms. Morris serves as Senior Vice President and Chief Strategy Officer for Arrow Electronics, Inc. (“Arrow”), a publicly-traded global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Ms. Morris leads strategic initiatives for Arrow, including global merger and acquisition activity. Ms. Morris has worked at Arrow for over 20 years in progressively senior roles including President of Arrow’s Enterprise Computing Solutions segment, Vice President of North American Support Services Operations, Vice President of Finance and Support Services for the enterprise computing solutions business, and Vice President of Corporate Development. Ms. Morris came to Arrow through its acquisition of Anthem Electronics, where she was Vice President of Finance and Corporate Controller. Prior to joining Arrow, Ms. Morris held various financial leadership roles in the banking and manufacturing industries. From 2014 to 2015 she served as a member of the board of directors and chair of the audit committee for GrafTech International Holdings Inc., a manufacturing company listed on the New York Stock Exchange. She received her bachelor’s degree in finance from Colorado State University and completed Harvard Business School’s General Management Program.
Director Since: November 2017
Age:(1) 61

Emily White

	•      Independent Director •      Strategy Committee Member •      Nominating & Governance Committee Member     Ms. White was appointed Director as a result of her extensive experience in entrepreneurship and her operational and leadership experience in the technology area.     Experience     Emily White has been a member of our Board since February 2017. She is currently President of Anthos Capital, a private equity investment firm based in Santa Monica, CA. Prior to Anthos, Emily was the Chief Operating Officer of Snapchat, Inc., a camera and messaging application, from January 2014 to March 2015. Prior to joining Snapchat, Emily held several leadership roles at Facebook Inc., a social networking company, from 2010 to 2013 including Director of Local Business Operations, Director of Mobile Business Operations and Head of Business Operations at Instagram. From 2001 to 2010, Ms. White worked at Google where she ran North American Online Sales and Operations, Asia Pacific & Latin America business and the Emerging Business channel. She currently serves on the board of directors of lululemon athletica, a publicly traded company in the athletic apparel industry and Graco, Inc., a publicly traded fluid handling systems and components company. She is also a board member of Honey Science, a privately held consumer savings platform, and XPrize Foundation, a non-profit focused on creating breakthroughs that pull the future forward. She received a BA in Art History from Vanderbilt University.
Director Since: April 2017
Age:(1) 41

Proposal 1. Election of Directors

The following persons shall continue to serve as directors for the terms indicated

Other Directors with Terms Expiring at the Annual Meeting of Stockholders in 2020

Yancey Spruill

	•      Independent Director •      Lead Director •      Strategy Committee Chairperson •      Audit Committee Member     Mr. Spruill was appointed Director as a result of his public company management experience.     Experience     Yancey L. Spruill has served as a Director since November 2018. Mr. Spruill currently serves as the chief executive officer of DigitalOcean, a privately held cloud infrastructure provider. Until March 2019, Mr. Spruill served as chief operating officer and chief financial officer of SendGrid, (NYSE:SEND), Inc., which was purchased by Twilio (NYSE: TWLO) in February 2019. Mr. Spruill also currently serves as a member of the board of directors of Allscripts Healthcare Solutions, Inc. (Nasdaq: MDRX), and serves on the audit committee. Mr. Spruill also serves on the board of privately held, Ping Identity, where he serves as chair of the audit committee. From September 2014 until June 2015, Mr. Spruill served as the chief financial officer of TwentyEighty, Inc., a provider of training and performance improvement solutions. From August 2004 to September 2014, Mr. Spruill was the chief financial officer of DigitalGlobe, Inc., a publicly-traded provider of geospatial information products and services. Mr. Spruill’s previous experience includes roles in investment banking at Thomas Weisel Partners, Lehman Brothers, Inc. and at J.P. Morgan & Company. Prior to that, Mr. Spruill also served in several engineering roles with Corning Incorporated and The Clorox Company. Within the past five years, Mr. Spruill served as a director of Rally Software, a provider of enterprise-class software and services solutions to drive business agility, which was publicly-traded prior to its acquisition by CA, Inc. (formerly Computer Associates International, Inc.) in 2015.
Director Since: November 2018
Age:(1) 52

Steve Kaplan

	•      Independent Director •      Audit Committee Member •      Compensation Committee Member     Mr. Kaplan was appointed Director as a result of his extensive experience in entrepreneurship, corporate finance and compensation.     Experience     Since 2011, Mr. Kaplan has served as Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance at University of Chicago Booth School of Business (“Booth”). From 1999 to 2011, Mr. Kaplan served as Neubauer Family Professor of Entrepreneurship and Finance at Booth. From 1997 to 1999, Mr. Kaplan served as Leon Carroll Marshall Professor of Finance at Booth. In 2013, Mr. Kaplan also began teaching at the University of Chicago Law School, recognized in 2014 as the Thomas Cole Distinguished Visiting Professor Chair. During his tenure at University of Chicago, he has served as the Faculty Director of Chicago Booth’s Polsky Center for Entrepreneurship and Innovation and as Research Associate at the National Bureau of Economic Research. In 1997, Mr. Kaplan helped to start Booth’s business plan competition, the New Venture Challenge, which has spawned over 180 companies. Mr. Kaplan currently serves on the board of directors and is chairman of the compensation committee of Morningstar, Inc., a provider of independent investment research in North America, Europe, Australia, and Asia listed on NASDAQ, since 1999. He also served on the board of trustees of the Columbia Acorn Funds until December 2016 and served on the board of directors of Accretive Health, Inc. (now R1 RCM Inc.) from 2004 to 2015. Mr. Kaplan earned his PhD in Business Economics from Harvard University and an AB in Applied Mathematics and Economics from Harvard College.
Director Since: April 2017
Age:(1) 59

Proposal 1. Election of Directors

Linda Rottenberg

	•      Independent Director •      Nominating & Governance Committee Member •      Compensation Committee Member     Ms. Rottenberg was appointed Director as a result of her extensive experience in entrepreneurship, innovation, business development and leadership.     Experience     As co-founder and CEO of Endeavor Global, Inc., Ms. Rottenberg has led the global entrepreneurship movement since Endeavor’s founding in 1997. With 55 offices spanning the world, Endeavor’s team and network selects, mentors, and co-invests in the most promising entrepreneurs at the scale-up phase of their ventures. Ms. Rottenberg also oversees Endeavor Catalyst LP Funds with over $150M AUM, raised to co-invest in selected Endeavor companies. In addition to being a member of Zayo’s board, Ms. Rottenberg currently serves on two other corporate boards: Globant SA, a pioneering software developer traded on the New York Stock Exchange (NYSE: GLOB); and Olo, a private digital food-ordering platform. Ms. Rottenberg is also a member of the Yale President’s Council on International Activities. Her book, CRAZY IS A COMPLIMENT: The Power of Zigging When Everyone Else Zags, became an instant NYT bestseller. Other recognitions include: Global Leader for Tomorrow/Young Global Leader (World Economic Forum); 2017 Visionary Award (Silicon Valley Forum); Honorary Doctorate of Humane Letters (Babson College); 2018 Heinz Award in Technology, the Economy and Employment (Heinz Family Foundation). Ms. Rottenberg is a graduate of Harvard College and Yale Law School.
Director Since: May 2014
Age:(1) 51

Directors with Terms Expiring at the Annual Meeting of Stockholders in 2021

Dan Caruso

	•      Chief Executive Officer •      Chairman of the Board     Mr. Caruso brings to the Board extensive leadership experience and, as our cofounder, significant knowledge of the Company’s business, strategy and industry.     Experience     Mr. Caruso is one of Zayo’s cofounders and has served as Chief Executive Officer and Chairman of the Board since Zayo’s inception in 2007. Between 2004 and 2006, Mr. Caruso was President and CEO of ICG Communications, Inc. (“ICG”). In 2004, he led a buyout of ICG and took it private. In 2006, ICG was sold to Level 3 Communications, Inc. (“Level 3”). Prior to ICG, Mr. Caruso was one of the founding executives of Level 3, and served as their Group Vice President from 1997 through 2003 where he was responsible for Level 3’s engineering, construction, and operations organization and most of its lines of business and marketing functions at different times. Prior to Level 3, Mr. Caruso was a member of the MFS Communications Company, Inc. (“MFS Communications”) senior management team. He began his career at Illinois Bell Telephone Company, a former subsidiary of Ameritech Corporation. He holds an MBA from the University of Chicago and a B.S. in Mechanical Engineering from the University of Illinois.
Director Since: 2007
Age:(1) 56

Proposal 1. Election of Directors

Don Gips

	•      Independent Director •      Nominating & Governance Committee Chairperson •      Strategy Committee Member     Mr. Gips was appointed Director as a result of his extensive experience in the telecommunications industry.     Experience     Don Gips has served as a Director of Zayo since July 2013. Mr. Gips served as the United States Ambassador to South Africa from July 2009 until January 2013 and is currently the President and CEO of the Skoll Foundation. Prior to Skoll he was a partner at the Albright Stonebridge Group, a global strategy firm headquartered in Washington, DC. Mr. Gips served as assistant to President Obama on the Presidential Transition Team and then served in the White House, where he ran the office of Presidential Personnel. Mr. Gips previously served in the White House during the Clinton administration, working as Chief Domestic Policy Advisor to Vice President Al Gore. From 1998-2008, Mr. Gips was Group Vice President of Global Corporate Development for Level 3 Communications. Mr. Gips also served as Chief of the International Bureau at the Federal Communications Commission where he was responsible for WTO negotiations and spectrum policy. Before entering government, he was a management consultant to Fortune 500 companies at McKinsey & Company. Mr. Gips received an MBA from the Yale School of Management where he was recently honored as a Donaldson Fellow and received his undergraduate degree from Harvard University.
Director Since: July 2013
Age:(1) 59

Scott Drake

	•      Independent Director •      Nominating & Governance Committee Member     Mr. Drake was appointed Director as a result of his extensive experience leading and serving as CEO and board member of publicly traded companies.     Experience     Scott Drake has served as President and CEO of ViewRay, Inc. (NASDAQ: VRAY), a medical device manufacturer, since July 2018. He previously served as President and Chief Executive Officer of medical device manufacturer, The Spectranetics Corporation (NASDAQ: SPNC) from 2011 to 2017. Prior to joining Spectranetics, Mr. Drake served as Senior Vice President, Operations, of DaVita, Inc. (NYSE: DVA), a leading U.S. provider of kidney care and dialysis. Previously, Mr. Drake spent 17 years in several leadership positions within numerous health care business units at Covidien. From 2006 to 2009, Mr. Drake was Global Business Unit President, Respiratory and Monitoring Solutions. He is Chairman of the Boards of AtriCure (NASDAQ: ATRC) and Just Right Surgical and serves on the board of directors of the Medical Device Manufacturers Association (MDMA). Mr. Drake graduated from the Miami University of Ohio with a Bachelor of Science in Business.
Director Since: November 2018
Age:(1) 52

Recommendation of the Board

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board has appointed KPMG LLP as our independent registered public accounting firm for Fiscal 2020. Services provided to the Company by KPMG LLP in Fiscal 2019 and the fiscal year ended June 30, 2018 (“Fiscal 2018”) are described below.

The Company is asking its stockholders to ratify the selection of KPMG LLP as its independent registered public accounting firm for Fiscal 2020. Although ratification is not required by the Company’s bylaws or otherwise, the Board is submitting the selection of KPMG LLP to its stockholders for ratification as a matter of good corporate practice.

A representative of KPMG LLP will be present at the virtual Annual Meeting and will have an opportunity to make a statement and/or to respond to appropriate questions from our stockholders.

Audit Fees

In connection with the audit of the Fiscal 2019 consolidated financial statements, the Company entered into an engagement agreement with KPMG LLP, which set forth the terms by which KPMG LLP agreed to perform audit services for the Company.

Set forth below is information relating to the aggregate fees paid to KPMG LLP for professional services rendered for Fiscal 2019 and Fiscal 2018, respectively.

For the purposes of the preceding table, the professional fees are classified as follows:

It is the policy of the Audit Committee, as set forth in the Audit Committee’s Charter, to pre-approve, consistent with the requirements of the federal securities laws, all auditing services and permissible non-audit services provided to the Company by its independent registered public accounting firm. The Audit Committee has established policies and procedures for the pre-approval of audit, audit related, tax and permissible other services to be provided to the Company by its independent registered public accounting firm. The Audit Committee has delegated to the chair of the Audit Committee the authority to pre-approve audit related and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees up to a maximum of $100,000 per engagement, per additional category of services or in

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

excess of pre-approved budgeted levels for the specified service, provided that the chair shall report any decisions to pre-approve services and fees to the full Audit Committee at its next regular meeting. The Company provides quarterly reporting to the Audit Committee regarding services performed by and fees paid to its independent registered public accounting firm. All fees listed in the table above were preapproved by the Audit Committee.

Recommendation of the Board

In the event that the Company’s stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the fiscal year if it determines that such a change would be in the best interests of the Company and its stockholders.

Proposal 3. Advisory Vote Approving Executive Compensation

In accordance with The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing our stockholders with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with rules promulgated by the SEC.

The Company asks that you indicate your support for our executive compensation policies and practices as described in “Compensation Discussion and Analysis,” and the accompanying tables and related disclosures in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers, and the policies and practices described in this proxy statement. Your vote is advisory and so will not be binding on the Compensation Committee or the Board. However, the Board will review the voting results and take them into consideration when structuring future executive compensation arrangements. The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the annual meeting and entitled to vote on the proposal will be required for approval.

We believe our compensation philosophy and program design are essential elements of our culture and have led to our success in delivering returns for our stockholders. Our unique program provides us with a competitive advantage in successfully attracting talent in an industry that includes publicly traded communication infrastructure companies as well as organizations backed by private investment capital. Accordingly, the following distinctive elements of our executive compensation program support our company strategy:

Further, we do not believe our executive compensation program encourages our management to take excessive risks.

The Board encourages you to carefully review the information regarding our executive compensation program contained in this Proxy Statement, including the Compensation Discussion and Analysis beginning on page 24, which provides detailed information on the compensation of our named executive officers.

Recommendation of the Board

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative discussion.”

Corporate Governance

Corporate Governance

Board Composition

Our Board of Directors consists of nine directors. In Fiscal 2017, we increased the size of our Board from seven to nine directors, adding two new independent directors, in order to accommodate the formation of a new Strategy Committee and to ensure smooth longer term Board succession planning.

Election of our directors is governed by our Certificate of Incorporation and Bylaws.

Phase-out of Classified Board Structure

Our Certificate of Incorporation was amended in Fiscal 2019 to provide for a phase-out of the classified Board structure, which phase-out begins with the Board members elected at this year’s Annual Meeting. The Board currently has three classes as follows:

Beginning at the Annual Meeting, each director who is re-elected at the Annual Meeting and subsequent annual meetings of stockholders will serve a one-year term, expiring at the following year’s annual meeting of stockholders. If the Merger does not close as expected, the classified nature of the Board will be phased out over the next two years and the Board will no longer be classified as of the 2021 annual meeting of stockholders. Each director’s term continues until the election and qualification of his successor, or his or her earlier death, resignation or removal.

Director Independence

In August 2019, our Board undertook a review of the independence of our directors and considered whether any director had a material relationship with us that could compromise that person’s ability to exercise independent judgment in carrying out his or her responsibilities. Our Board affirmatively determined that each of Mr. Connor, Mr. Drake, Mr. Gips, Mr. Kaplan, Ms. Morris, Ms. Rottenberg, Mr. Spruill and Ms. White is independent under the rules of the NYSE.

There are no family relationships among any of our directors or executive officers.

Committees of the Board

Our Board has an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Strategy Committee. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities. The composition, duties and responsibilities of our committees are as set forth below. Each of these committees has a written charter approved by our Board. Copies of these committee charters as well as our corporate governance guidelines are available, without charge, upon request in writing to Zayo Group Holdings, Inc., 1821 30^th Street, Unit A, Boulder, CO 80301, Attn: Corporate Secretary, or by clicking on “Governance” in the Investors section of our website, www.zayo.com.

Corporate Governance

Audit Committee

Our Audit Committee has the following responsibilities, among other things, as set forth in its written charter:

•      Mr. Connor, Chairperson
•      Mr. Kaplan
•      Ms. Morris
•      Mr. Spruill

Each of Mr. Connor, Mr. Kaplan, Ms. Morris and Mr. Spruill is a nonemployee director who meets the applicable requirements for financial literacy. Our Board has determined that Mr. Connor qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation SK. In addition, our Board has determined that each of Mr. Connor, Mr. Kaplan, Ms. Morris and Mr. Spruill meets the definition of an independent director for purposes of serving on an audit committee under Rule 10A-3 and the NYSE rules.

Corporate Governance

Compensation Committee

Our Compensation Committee has the following responsibilities, among other things, as set forth in its written charter:

•      Ms. Morris, Chairperson
•      Mr. Kaplan
•      Ms. Rottenberg

Our Board has determined that each of Ms. Morris, Mr. Kaplan and Ms. Rottenberg is a non-employee director as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an outside director as defined in Section 162(m) of the Internal Revenue Code (“Section 162(m)”) and meets the definition of an independent director for purposes of serving on a compensation committee under the NYSE rules.

Corporate Governance

Nominating and Governance Committee

Our Nominating and Governance Committee has the following responsibilities, among other things, as set forth in its written charter:

•      Mr.Gips, Chairperson
•      Mr. Drake
•      Ms. Rottenberg
•      Ms. White

Our Board has determined that each of Mr. Gips, Mr. Drake, Ms. Rottenberg and Ms. White is a non-employee director and meets the definition of an independent director under the NYSE rules.

Corporate Governance

Strategy Committee

Our Strategy Committee has the following responsibilities, among other things, as set forth in its written charter:

•      Mr. Spruill, Chairman
•      Mr. Gips
•      Ms. White

Our Board has determined that each of Mr. Spruill, Mr. Gips and Ms. White is a non-employee director and meets the definition of an independent director under the NYSE rules.

Corporate Governance

Code of Ethics

We have adopted a written code of ethics applicable to our directors, officers and employees, including our principal executive officer and senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC. In the event that we make any changes to, or provide any waivers from, the provisions of our code of conduct applicable to our principal executive officer and senior financial officers, we intend to disclose such events on our website or in a report on Form 8-K within four business days of such event. A copy of our code of ethics is available by clicking on “Governance” in the Investors section of our website, www.zayo.com.

Board Leadership Structure

With respect to the roles of Chairman of the Board and Chief Executive Officer, our corporate governance guidelines provide that the roles may be separated or combined, and our Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Our Board believes that the combination or separation of these positions should continue to be considered as part of our succession planning process. Mr. Caruso currently serves as both Chief Executive Officer and Chairman of the Board, which enables him to act as the key link between our Board and the other members of management. Our Board believes that his service in both roles is currently in the best interest of our Company and our stockholders, as it provides strong unified leadership for our Company.

Our corporate governance guidelines provide that if the Chairman of the Board is a member of management, or if no Chairman of the Board has been elected, the Board may designate any independent director as the Lead Director. The Lead Director is, among other things, responsible for coordinating and presiding over any required executive sessions and will be consulted in the determination of the frequency, place, time and length of regular meetings of the Board. The Board has appointed Mr. Spruill as Lead Director. The nonemployee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion.

Our corporate governance guidelines further provide the flexibility for our Board to modify our leadership structure in the future as appropriate. We believe that our Company, like many United States companies, is well served by this flexible leadership structure.

Risk Oversight

Our Board is responsible for overseeing our risk management process. Our Board focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

While the Board has primary responsibility for oversight of our risk management, the Board’s standing committees support the Board by regularly addressing various risks in their respective areas of oversight. The Board has determined the Nominating and Governance committee should oversee and evaluate management’s enterprise risk management activities for the Board, designating oversight for specific areas of enterprise risk management to other committees of the Board. The Nominating and Governance Committee has allocated various categories of risk among itself and the other standing committees of the Board; specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with public reporting requirements; the Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks arising from compensation policies and programs and employee culture; the Nominating and Governance Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to corporate governance matters; and the Strategy Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to strategic transactions and initiatives.

Corporate Governance

The Board, led by the Nominating and Governance Committee, conducts an annual self-evaluation of the Board and its members to determine whether it and its committees are functioning effectively. This process includes an annual self-evaluation by each Board committee, and an evaluation of each of the individual directors.

Selection of Board Nominees

The Nominating and Governance Committee will consider candidates for Board membership suggested by its members and other Board members, as well as management and stockholders, and uses the same criteria to evaluate all candidates. The Committee has established a procedure for submission of suggestions by stockholders and will consider candidates recommended in writing, including the candidate’s full name, biographical information, qualifications for Board membership and personal references. All submissions should include verification of the stockholder status of the person submitting the recommendation and be sent to the Corporate Secretary at Zayo Group Holdings, Inc., 1821 30^th Street, Unit A, Boulder, CO 80301.

Candidates for nomination to our Board are selected by the Board based on the recommendation of the Nominating and Governance Committee in accordance with the Committee’s charter, our Certificate of Incorporation and Bylaws, our corporate governance guidelines and the director qualifications considerations set forth below. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate and, in addition, the Nominating and Governance Committee may engage consultants or third party search firms to assist in identifying and evaluating potential nominees.

Director Qualifications

The Nominating and Governance Committee of the Board is responsible for evaluating and then reviewing with the Board from time to time the appropriate qualifications, expertise and characteristics required of Board members. This assessment includes an evaluation of experience and skills, including the individual’s understanding of our industry, corporate finance, accounting, internal controls, technology, sales and marketing and strategic business planning. Other considerations include:

The brief biographical description of each director set forth in Proposal 1 above includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our Board at this time.

Corporate Governance

Stockholder or Other Interested Party Communications

Stockholders or other parties interested in communicating directly with the Board, or specified individual directors or the non-management or independent directors as a group, may do so by writing the Corporate Secretary at Zayo Group Holdings, Inc., 1821 30^th Street, Unit A, Boulder, CO 80301. The Secretary will review all such correspondence and will regularly forward to the Board or the specified individual director or group of directors copies of all such correspondence that, in the opinion of the Secretary, relates to the functions of the Board or its committees or that the Secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of such correspondence. Concerns relating to accounting, internal controls or auditing matters will immediately be brought to the attention of the Chairperson of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Director Attendance

During Fiscal 2019, the full Board held 23 meetings, the Audit Committee held 4 meetings, the Compensation Committee held 7 meetings, the Nominating and Governance Committee held 6 meetings, and the Strategy Committee held 4 meetings. Each director attended at least 75% of the meetings of the Board and the committees of the Board on which such director served (during the period that such director served on our Board and any committee).

We expect all members of the Board to attend our annual meetings of stockholders absent unusual circumstances.

Executive Officers

The following sets forth the name, age, position and biographical information for each of our executive officers. For information regarding Mr. Caruso, our Chairman and Chief Executive Officer, please refer to Proposal 1 above titled “Election of Directors.”

Matt Steinfort

	Mr. Steinfort has served as our Chief Financial Officer since September 15, 2017. Mr. Steinfort joined Zayo as Executive Vice President, Corporate Strategy, Development and Administration in November, 2016. He joined Zayo from Envysion, Inc., a privately held video intelligence SaaS company, where he was co-founder and Chief Executive Officer from February 2006 through November 2016 and where he remains on the board of directors. Prior to Envysion, he was Senior Vice President of Corporate Strategy at ICG Communications, and held a variety of vice president roles at Level 3 Communications, including Consumer Voice, Corporate Strategy and Development, and Softswitch Strategy and Finance. Earlier in his career, Mr. Steinfort held positions at management consultancy Bain & Company and IT consultancy Cambridge Technology Partners. Mr. Steinfort received a bachelor’s of science in civil engineering and operations research from Princeton University and an MBA from the MIT Sloan School of Management.
Officer Since: September 2017
Chief Financial Officer
Age:(1) 49

Jack Waters

	Mr. Waters is president of Zayo Networks and chief operating officer (COO) at Zayo. In this role, he oversees the company’s global Network business, including the Fiber Solutions, Transport, Enterprise and strategic networks businesses in addition to network operations and security. Prior to this role, he served as Zayo’s president of Fiber Solutions and chief technology officer (CTO). Prior to joining Zayo, Mr. Waters was CTO at Level 3 Communications, where he was focused on global network technology, architecture, engineering, process and security. He joined Level 3 in 1997 and held numerous leadership roles spanning global operations and engineering. Mr. Waters’ career also includes management positions at MCI Communications and the Southeastern University Research and Academic Network. Mr. Waters serves on the board of directors for the Colorado Technology Association and the Computing Advisory Board at the University of Colorado. He holds a B.S. in Electrical Engineering from West Virginia University and a Master’s of Science in Electrical Engineering from Johns Hopkins University. Mr. Waters speaks frequently at industry events.
Officer Since: August 2016
President of Zayo Networks & Chief Operating Officer
Age:(1) 54

Sandi Mays

	Ms. Mays is a co-founder, and is Chief Customer Experience and Information Officer at the Company. Ms. Mays’ passion is providing an effortless customer experience for both internal and external customers. Prior to joining Zayo, Ms. Mays served in various management positions at ICG Communications, Level 3 Communications, MFS Telecom, WorldCom, Focus Enterprises and Northern Trust. Ms. Mays is a champion for diversity in the tech community and serves on the Board of the Latino Leadership Institute, the Salesforce CIO Advisory Board and the Denver Metro Chamber Economic Development Executive Committee. She is also a patron/supporter of the Denver Art Museum, the Colorado Ballet, Denver Performing Arts Center and Greenhouse scholars and an active member of many minority and diverse charities. In 2016, Ms. Mays was named Women in Comms Leading Lights: Most Inspiring Woman in Comms. Ms. Mays earned a B.S. (magna cum laude) in Finance from DePaul University. In 2018, Ms. Mays won the Latina’s First Trailblazer Award and was named by the Colorado Women’s Chamber of Commerce as one of the 25 Most Powerful Women in Colorado.
Officer Since: August 2018
Chief Customer Experience and Information Officer
Age:(1) 51

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of compensation for our named executive officers for Fiscal 2019. When we refer to “named executive”, “named executive officer” or “NEO” in this section, we mean the four executives listed below.

Fiscal 2019 named executive officers:

Executive Summary

Compensation Strategy

Our compensation philosophy and program design are essential elements of our culture and have led to our success in delivering returns for our stockholders. Our program provides us with a competitive advantage in successfully attracting talent in an industry that includes publicly traded communication infrastructure companies as well as organizations backed by private investment capital. We believe our program embodies and supports the entrepreneurial culture that has been critical to our success and is fundamental to our ability to create stockholder value.

Organizational Performance

Zayo is one of the largest global, independent providers of communications infrastructure. Our products and solutions enable our customers’ mission-critical, high-bandwidth applications, such as cloud-based computing and data storage, video and content distribution, mobile infrastructure, social media networking, machine-to-machine connectivity and other bandwidth-intensive applications.

Our key products and offerings include leased dark fiber, fiber to cellular towers and small cell sites, dedicated wavelength, private connectivity into public and hybrid cloud environments, colocation, Ethernet and IP wide area networks (“WANs”), internet access, cloud-based computing and storage products and other high-bandwidth offerings.

Zayo was launched in 2007 with an investment thesis centered on accumulating fiber and executing a communication infrastructure strategy. The consensus today is that fiber is a very valuable and scarce asset and that Zayo’s infrastructure-focused strategy is compelling. The consolidation of fiber providers has left Zayo in a unique position. All other super-regional fiber operators are part of large telcos, cable TV providers or tower companies. The combination of U.S., Canadian and European assets, deep metro networks and extensive owned

Compensation Discussion and Analysis

intercity fiber makes Zayo’s infrastructure platform distinct. Without question, Zayo’s existing and expanding fiber network is the source of its durable competitive advantage.

Zayo provides mission-critical bandwidth to the world’s most impactful companies, fueling the innovations that are transforming our society. Zayo has a leading base of blue chip customers who appreciate the company’s flexibility, willingness to invest in incremental infrastructure and attentiveness to them. This is known through the feedback customers provide both directly and through strong NPS and Effortless scores.

Powerful secular and industry tailwinds are pervasive. Examples are plentiful: 5G, IoT, cloud, autonomous vehicles, over-the-top video, online sports and gaming, fintech, healthtech, blockchain and quantum computing. Nearly every meaningful innovation requires substantial bandwidth and connectivity, which positions Zayo to be a multi-generational asset and brand.

Fiscal 2019 was challenging; however, with the announced Merger, Zayo ended the year with a positive outcome for its stockholders, customers and employees. Also during the year, the company announced the formation of Zayo Networks and, in the June 2019 quarter, completed the structuring of Zayo Networks under Jack Waters, President of Zayo Networks and COO, by combining the Fiber Networks business with the Transport and Layer 2/3 businesses.

Looking ahead, Zayo’s goal remains to bolster its organic growth rate. To achieve its 6 - 8% growth goal in the Network business, Zayo would need to increase its Net New Bookings and Installs by approximately 15%. Management has strong conviction that the addressable market exists to achieve this and more. Zayo has the geographic reach, product portfolio, operational performance and talent to accelerate growth and the entire Zayo team remains committed to achieving this goal.

Compensation Discussion and Analysis

Compensation Actions and Outcomes

The table below summarizes our significant executive compensation actions and outcomes for Fiscal 2019:

Compensation Discussion and Analysis

Compensation Program Changes for Fiscal 2020

For Fiscal 2018, 63% of our stockholders voted in favor of our pay program in our annual “SayOnPay” vote. In preparation for Fiscal 2019, we engaged directly with many of our largest stockholders regarding our pay performance and pay philosophy. In consideration of this review and given stockholder feedback, we made changes to our compensation program for Fiscal 2019 and for Fiscal 2020 that illustrate our commitment to our philosophy of aligning our executives’ pay with stockholder returns and providing reward for market leading performance.

Compensation Discussion and Analysis

Compensation Philosophy

Our compensation philosophy and program are integral to our culture, strategy and record of stockholder value creation. Since our formation in 2007, $1B of equity has been invested into Zayo and, as of June 30, 2019 our equity (inclusive of prior distributions) was worth approximately $8B, representing a greater than 7X multiple of invested equity and a compounded equity IRR of more than 30%. We believe a key factor in our growth and success has been our unique compensation program, both for executives and for our broader employee base.

Zayo seeks to be the employer of choice for highly skilled, entrepreneurial employees. We award performance-based equity compensation as an explicit, quantifiable and heavily-weighted part of the total compensation of nearly all of our employees. Total compensation includes salary, incentive cash compensation and equity compensation. We establish cash compensation at below market levels and provide performance-based equity compensation opportunities typically above market median levels. We believe our pay for performance philosophy attracts motivated, entrepreneurial employees by rewarding them for creating value for our stockholders.

Compensation for our executives is heavily weighted towards performance-based pay. As illustrated below, 99% of our CEO’s target total compensation is comprised of performance-based RSU awards. For our other named executive officers, approximately 93% of their target pay is comprised of performance-based compensation, 3% in the form of ICC and 90% in the form of performance-based RSU awards. Our target compensation opportunities for our executives are typically above market median levels, but target pay is only earned if we deliver outstanding performance, measured as Equity IRR of 20% (see “Elements of Executive Compensation” below for description) and total stockholder return/stock price appreciation of 15%. As illustrated below, significantly more of our executives’ compensation is performance-based, as compared to our peer group.

Note: Zayo pay mix based on employee target compensation as of 6/30/2019. Zayo Comparator Peer pay mix based on public company proxies filed as of 6/30/2019. See comparator peer group on page 30.

Not only is the majority of our NEO compensation performance-based, but also both our ICC and RSU programs require the achievement of market leading performance in order to achieve target payouts. Generally, under our ICC and Part A RSU program, an Equity IRR of 20% is required to earn target payouts. Other financial and non-financial metrics may be considered, as was the case in Fiscal 2019 due to retention concerns and other factors related to the Merger. If our Equity IRR is 6%, the payouts under the ICC and Part A RSUs are only 25% of target. Similarly, in order for the target award to be earned under our Part B RSUs, year-over-year stock price appreciation of 15% must be achieved. In order to achieve any payout, year-over-year stock price appreciation of a minimum 10% is required. An explanation of how Equity IRR is calculated is set forth on page 32.

Compensation Discussion and Analysis

Note: Zayo payout curves based on ICC, Part A and Part B payout structure as of 6/30/2019

Executive Compensation Governance and Processes

Role of the Executive Officers and Management

Management is responsible for developing the Company’s compensation philosophy and programs in consultation with and under the oversight of the Compensation Committee. Our CEO makes recommendations to the Compensation Committee regarding the total compensation for each executive (excluding himself), including base salary, non-equity incentive compensation and equity participation as well as the financial targets and business unit and corporate objectives, which determine non-equity incentive compensation payouts. The Compensation Committee considers the CEO’s recommendations in consultation with the full Board and makes final decisions for the total amount of compensation and each element of compensation for our executives other than the CEO, and the Compensation Committee makes recommendations to the full Board for its approval regarding the CEO’s compensation.

The CEO and the Compensation Committee use their general knowledge of the compensation practices of other companies with whom we compete for executive talent, including telecommunications and web scale companies, and the information provided by the Compensation Committee’s consultant to form their recommendations and decisions. The day-to-day design and administration of savings, health, welfare and paid time off plans and policies applicable to our employees in general, including our executives, are handled by company management.

Role of the Compensation Committee

The Compensation Committee assists the Board in fulfilling its responsibility relating to oversight and determination of compensation of the Company’s executive officers and directors. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the CEO, evaluates the CEO’s performance in light of those goals and objectives, approves the grant of equity awards to the CEO and makes recommendations to the Board regarding the CEO’s compensation level based on this evaluation. The Compensation Committee also oversees the evaluation of the other executive officers of the Company, approves the grant of equity awards to such officers and sets their compensation, in each case based upon the recommendation of the CEO. The Compensation Committee oversees the Company’s use of severance, non-competition and non-solicitation arrangements with employees, including the approval of any such arrangements to be made with any executive officer of the Company. The Compensation Committee also reviews, and either approves or endorses for the Board’s approval, the design of and changes to the Company’s compensation or benefit plans, including incentive compensation (bonus) and equity-based plans.

Compensation Discussion and Analysis

Role of the Compensation Consultant

The Compensation Committee retains ultimate responsibility for executive compensation related decisions. In 2017, the Compensation Committee engaged Willis Towers Watson to assist with the review of our executive pay programs. Willis Towers Watson analyzed our executive compensation structure and plan designs and assessed whether the executive compensation program is competitive and consistent with our overall executive compensation philosophy.

In performing their work, Willis Towers Watson developed comparative market data based on the following comparator group of companies, which was approved by the Compensation Committee. The comparator group is validated annually with Willis Towers Watson:

The Board and Compensation Committee have established the following procedures with regard to Compensation Committee consultants:

The Compensation Committee assessed the independence of Willis Towers Watson as required by the Compensation Committee’s charter, referenced above, and concluded that Willis Towers Watson is independent from the Company and management and that Willis Towers Watson’s work has not raised any conflicts of interest.

Compensation Discussion and Analysis

Elements of Executive Compensation

The primary elements of the total compensation program for our named executive officers are outlined and summarized below.

Base Salary

We provide our executives with a base salary to appropriately compensate them for their role and the skills and abilities they bring to our organization. Our base salaries are generally below those of our peer companies. Our CEO’s base salary is based on the minimum dollar amount required to participate in our 401(k) plan. Base salaries may be reviewed and adjusted from time to time based on individual merit, promotions or other changes in job responsibilities. During Fiscal 2019, the base salaries for our named executive officers were unchanged from Fiscal 2018, keeping with our philosophy of deemphasizing fixed cash compensation.

Compensation Discussion and Analysis

Incentive Cash Compensation (“ICC”)

We also have a quarterly cash incentive plan in which most of our full-time, non-sales employees, including our executives (with the exception of the CEO and, effective as of December 5, 2019, the CFO), participate. This plan provides our executives with potential cash payments that act as incentives for current performance, while also encouraging behavior that is consistent with our long term goals.

We make ICC payments to participating executives if quarterly financial performance targets (based on Equity IRR improvement) and certain qualitative business unit and corporate objectives are met. This includes a qualitative self-assessment of each business unit’s historical and projected Equity IRR contribution to the company. The financial targets and business unit and corporate objectives are recommended by the CEO (who does not participate in the plan) and are approved by the Compensation Committee. Our CEO recommends to the Compensation Committee the quarterly payouts under this plan, from 25% to 200% of target payout, based on the achievement of the financial performance targets and his assessment of achievement of business unit and corporate objectives. The actual financial results may be adjusted up or down to normalize for certain nonrecurring or unusual events (e.g., timing impact of a major acquisition) with the approval of the Compensation Committee. In the second quarter of Fiscal 2019, Mr. Steinfort’s ICC target of $300,000 was eliminated and his RSU targets were increased to draw closer compensation alignment with stockholder interests. Effective as of December 5, 2019, all of Mr. Steinfort’s performance-based compensation is RSU-based.

In Fiscal 2019, quarterly ICC incentives were earned based on our Equity IRR performance. Equity IRR is a critical measure of our performance, providing an assessment of our effectiveness in generating returns on the equity capital we invest in our business.

At the beginning of the performance period, we calculate our Equity Value by applying a constant multiple to our EBITDA during the period to establish our Total Enterprise Value. Net debt is subtracted from our Total Enterprise Value to establish our Equity Value. At the end of the period, we calculate our Equity Value using this same multiple and subtract any equity invested in the business during the period. We then compare the period ending Equity Value to the Equity Value at the beginning of the period to determine our Equity IRR.

Illustrative Calculation of Equity IRR

Equity IRR for each quarter is calculated over a four quarter basis. A historical view looks at the prior four quarters, and a forward looking trajectory view focuses on leading indicators that may impact subsequent four quarter Equity IRR. We measure our performance over multiple quarters to reduce the effect of short-term fluctuations in the financial components that are used to calculate our Equity IRR. We believe the use of the Equity IRR calculation provides a good measure for short term and long term compensation, as the consistent growth will lead to continued long term value creation for our employees and stockholders.

In addition to measuring the overall company level Equity IRR, we measure our individual business segments’ overall Equity IRR performance by determining the equity value created at the segment level through the use of an EBITDA multiple consistent with the market multiple for each of our segments.

The specific Equity IRR performance ranges and associated ICC payout ranges for each quarter in Fiscal 2019 were as follows:

Compensation Discussion and Analysis

Actual ICC payouts for participating NEOs were approved by the Committee and the Board following their evaluation of our Equity IRR performance and our performance relative to qualitative business unit and qualitative corporate objectives.

The following table shows the payouts as a percentage of target that were earned by our NEOs for each quarter of Fiscal 2019. The Company-wide ICC payouts, expressed as a percentage of target, driven largely by our Equity IRR calculations, consisted of 35%, 35%, 45% and 45% for the first, second, third and fourth quarters of Fiscal 2019, respectively. All NEOs had payouts lower than the Company payouts for the full Fiscal 2019. Our executives received lower than overall Company payouts when our Equity IRR was below our targets, as we hold executives disproportionately accountable for operational performance below expectations.

The table below shows the aggregate four quarter ICC targets and actual payouts based on the payout percentages noted above for Fiscal 2019 for our named executive officers.

Performance Restricted Stock Units

A significant percentage of total compensation for our executives consists of long-term incentive compensation in the form of RSUs. We believe RSUs both reward our named executive officers for delivering meaningful returns to our stockholders and promote stock ownership, creating a clear link between the interest of executives and those of stockholders. In support of our compensation objectives, the target value of equity compensation is generally above market levels, so that, when combined with our below market cash compensation, we create total compensation opportunities above the market median of our industry when we deliver outstanding performance.

The opportunity for our named executive officers to earn RSUs is provided through our Part A and Part B RSU programs. Both the Part A and Part B RSUs are earned based on the achievement of performance goals, with our Part A RSUs being earned based on financial and operational performance and the Part B RSUs being earned

Compensation Discussion and Analysis

based on our stock price appreciation. In Fiscal 2019, 100% of Mr. Caruso’s RSU target compensation was Part B RSUs. For our other named executive officers, 26% of their RSU target compensation was Part B RSUs, with the balance being Part A RSUs.

Part A RSUs.   Under our Part A RSU program, our executives are eligible to earn quarterly awards of RSUs. Each participant in the Part A program has a target annual award value. 25% of the target annual award value is allocated to each fiscal quarter. Participants are eligible to earn Part A RSUs each quarter up to 300% of their quarterly target award. The actual value of Part A RSUs earned for any fiscal quarter is determined in the sole discretion of the Compensation Committee, taking into account the Company’s Equity IRR for the quarter and other Company, group and individual performance factors. The table below provides the Fiscal 2019 quarterly and full year target award values for each of our named executive officers under our Part A RSUs program.

The number of Part A RSUs granted is calculated at the end of each quarter based on the percentage of target achieved multiplied by the target grant value divided by the average closing price of the Company’s Common Stock over the last ten trading days of the quarter. Part A RSUs vest twelve months after the end of the measurement period, contingent upon continued employment at the time of vesting, and at that time convert into an equal number of shares of Company Common Stock. We believe our practice of making quarterly grants that vest four quarters after the end of the measurement period, versus other plans that make larger annual grants that vest over a longer period of time (e.g., three years), is comparable in terms of the time it takes to vest a full year’s worth of granted equity (as illustrated below) and more effectively aligns determination of payout with actual company performance.

Part A Granting and Vesting Illustration

The table below details the Equity IRR performance ranges used to determine quarterly grants during Fiscal 2019.

Compensation Discussion and Analysis

The table below details the Part A RSUs granted to our named executive officers during Fiscal 2019. The Company-wide Part A RSU payouts, driven largely by our Equity IRR calculations, were 55%, 56%, 81% and 75% for the first, second, third and fourth quarters, respectively. In general, the other NEOs received higher RSU payouts than the rest of the company as they had lower ICC payouts. Additionally, RSU Payouts were higher for the NEOs in Fiscal 2019 to reward them for their substantial contributions in relation to the Merger, their strong leadership, and their absorption of the responsibilities of the former COO, Andrew Crouch, who departed in May 2018.

Note: Reflects RSU grants earned based on target compensation.

Part B RSUs.   Under our Part B RSU program, our named executive officers are awarded grants of Part B RSUs on a quarterly basis. The number of Part B RSUs granted at the beginning of the measurement period is based upon the applicable NEO’s quarterly target value divided by the average closing price of the Company’s Common Stock over the last ten trading days of the quarter preceding the measurement period, increased by 15%, which represents our target stock price appreciation over the associated performance period. We believe our 15% stock price appreciation objective represents a challenging performance objective, which significantly exceeds historical market returns. The number of shares that vest in relation to the Part B RSUs is based on our stock price appreciation over the 12-month measurement period following the grant.

Compensation Discussion and Analysis

Part B Grant and Earning Illustration

The table below details our named executive officers’ quarterly Part B RSU target awards during Fiscal 2019. The target Part B RSU awards were calculated based on an average closing price of our Common Stock for the last ten trading days of each quarter, increased by 15% for the 1^st, 2^nd, 3^rd and 4^th quarters. For the quarters ended June 30, 2018, September 30, 2018, December 31, 2018 and March 31, 2019, the average closing price was $36.41, $34.80, $22.07 and $28.27, respectively.

Part B RSUs are earned based on our stock price performance over the one-year performance period following the initial award. Our stock price performance is determined using our average closing stock price over the last ten trading days of the quarter immediately prior to the grant and the average closing price over the last ten trading days of the measurement period. The actual number of Part B RSUs earned under each quarterly grant during Fiscal 2019 will be based on the table below. No Part B RSUs will be earned if our stock price increases less than 10% during the associated performance period. The Part B share program is limited to our key executives who are driving the strategy and execution at the corporate level, across all of our business segments. Part Bs as a percentage of the NEOs executives’ compensation target ranges from 25% - 50% of their RSU compensation (100% for Mr. Caruso) to directly align with stockholder returns. For a review of the treatment of Part B RSUs following consummation of the Merger, see the “Change of Control and Accelerated Vesting” section on page 37.

Compensation Discussion and Analysis

The value of the shares earned under the Part B RSU program is capped such that in the event that stock price performance exceeds 40%, the number of shares earned by our named executive officers are adjusted downward so that the value of the earned shares does not exceed the value of the shares that would be earned assuming we achieve 40% stock price appreciation.

The table below details the actual number of Part B RSUs granted during Fiscal 2018 and vested based on performance at the end of the measurement period. Our stock price appreciation over the one-year period associated with the four quarterly awards was 16%, 0%, -39% and -18%. The summary below reflects the shares vested based on the payout schedule associated with the stock price appreciation. The Part B program delivers meaningful incentives when we create significant value for our stockholders. When our price appreciation is less than 10%, which is above the long term return of the public markets, our executives earn no payout under the program.

Benefits

We offer our executives the same health and welfare benefits and disability plans that we offer to all of our employees. These benefits are consistent with industry norms and, combined with the other elements of executive compensation, are necessary to be competitive with peers in attracting and retaining talent.

Change of Control and Accelerated Vesting

Under our 2014 Stock Incentive Plan, as amended, if a “change of control” of the Company occurs as defined in such 2014 Stock Incentive Plan, the Compensation Committee must provide for the treatment of any unvested RSU awards pursuant to one or a combination of the following methods: (a) cancellation and cash settlement of all such awards; (b) accelerated vesting of all such awards, based on the greater of performance through a date determined by the Compensation Committee or target performance, if applicable; and (c) assumption or continuation of all such awards by the successor company, provided that the vesting of such awards will be accelerated if the grantee is terminated without cause within 18 months after such change of control.

If the Merger is completed, it will constitute a “change of control” under the 2014 Stock Incentive Plan. Pursuant to the Merger Agreement, and except as otherwise agreed to prior to the effective time of the Merger by Parent and a holder of RSUs, RSU awards will be treated as follows:

Compensation Discussion and Analysis

such performance period (which determines whether performance has been attained) is $35.00 and (iii) the aggregate value of such RSUs that vest based on such performance, applying the applicable formulae in the award agreement pursuant to which such RSUs were granted, is divided by $35.00) will be canceled and converted into the right to receive a cash amount equal to $35.00 per RSU (the “Company RSU Consideration”), less any applicable withholding taxes, which cash amount will be paid as promptly as practicable following the effective time, but no later than the payment date for the first full payroll cycle following the closing date of the Merger;

As set forth in the confidential disclosure schedules accompanying the Merger Agreement, the Company may grant RSUs on a quarterly basis during the period of time beginning on May 8, 2019 and ending on the closing date of the Merger in accordance with the Company’s established governance practices, which will be subject to an aggregate cap on the targeted value of those RSU grants. A pro-rata portion of that aggregate cap will apply to any grant of RSUs made in respect of the stub fiscal quarter that includes the effective date of the Merger and one hundred percent of the quarterly cap will apply to any grant of RSUs made in respect of each other quarter ending prior to the effective time. The aggregate cap includes individual quarterly targeted amounts for Part B RSUs that may be granted to each of Messrs. Caruso, Steinfort and Waters and Ms. Mays, which totaled up to $3,928,750, $532,500, $195,313 and $244,750, respectively, as of the date of the Merger Agreement.

Additionally, the Merger Agreement provides that each employee, including each named executive officer, who remains employed as of the closing date of the merger will receive (i) all approved but unpaid quarterly cash bonuses and (ii) a quarterly cash bonus under either the applicable Company bonus plan or a comparable cash bonus plan established by Parent or the surviving corporation for the quarter in which the effective time occurs, in each case, to the extent not previously paid and based on actual performance for the completed fiscal quarter immediately preceding the effective time; provided that the employee remains continuously employed through the payment date, which will be the date such bonuses would otherwise be paid to the Company’s employees. However, if any employee’s employment is terminated by the surviving corporation or its subsidiaries without cause or, solely in the case of the Company’s named executive officers and certain other key employees, by the employee for good reason, in either case, during the period beginning on the effective time and ending on the last day of the fiscal quarter in which the effective time occurs, the employee will receive a pro-rata

Compensation Discussion and Analysis

bonus for such quarter, based on actual performance and prorated based on the number of days in which the employee was employed during that fiscal quarter.

For a further description of the treatment of RSUs and certain payments and benefits that may be received by our named executive officers in connection with the Merger, see our Proxy Statement on Schedule 14A filed with the SEC on June 26, 2019.

Employment Agreements

Dan Caruso is currently a party to an Executive Severance Agreement with the Company, effective November 27, 2017 (the “Severance Agreement”). The Severance Agreement provides that if Mr. Caruso’s employment is terminated by the Company without Cause or by Mr. Caruso for Good Reason (as such terms are defined in the Severance Agreement), (i) all of Mr. Caruso’s unvested equity will continue to vest in accordance with the applicable equity grant agreements in place, (ii) Mr. Caruso and his dependents will continue to receive health care benefits for up to six months following such termination, and (iii) the Company will continue to be responsible for fifty percent of any unused hours remaining on the then currently effective corporate jet services agreements entered into by Bear Equity, LLC. The Severance Agreement also provides that in the event of a Change in Control (as such term is defined in the Severance Agreement), all unvested equity awards will vest pursuant to the terms of the Severance Agreement. In connection with the Merger, Mr. Caruso and the Company entered into a side letter agreement which confirms that all of the outstanding RSUs held by Mr. Caruso immediately prior to the effective time of the Merger will be treated in accordance with the terms of the Merger Agreement, notwithstanding any provision of the Severance Agreement to the contrary.

Matt Steinfort is party to an Amended and Restated Employment Agreement, dated October 23, 2018, which was amended by that certain First Amendment to Amended and Restated Employment Agreement dated December 5, 2018. Mr. Steinfort’s Amended and Restated Employment Agreement eliminated all severance compensation payable to Mr. Steinfort upon termination not for cause, resignation for good reason, or a change of control. The December 2018 amendment to Mr. Steinfort’s employment agreement provided for the elimination of his ICC compensation, and an increase in his RSU target compensation.

We do not maintain any employment agreements with any of our other named executive officers.

Stock Ownership Guidelines

Our Board believes that Company directors and executive officers should have a meaningful ownership stake in the Company to align the financial interests of executives, directors and stockholders, to foster a long term management orientation and to promote sound corporate governance. Therefore, the Board has adopted stock ownership guidelines that apply to our non-employee directors and our executive officers. Under these guidelines, our executive officers are required to own shares of our Common Stock equal in value to multiples of their base salaries as follows: Chief Executive Officer — 8x; Chief Financial Officer — 5x; other executive officers — 3x. Our non-employee directors are required to own shares of our Common Stock equal in value to five times the annual retainer for Board service (assuming each director elected to receive the annual retainer in cash, after taxes and excluding Committee fees or fees for service as Lead Director). Non-employee directors who do not receive compensation for their service on our Board are exempt from our stock ownership guidelines.

Executive officers and non-employee directors (collectively, “Participants”) must meet their applicable stock ownership targets within five years of becoming subject to the guidelines. Until a Participant achieves the required level of ownership, he or she is required to retain at least 50% of the net shares received as a result of the vesting of equity grants. Net shares are those that remain after shares are netted to pay any applicable tax withholdings. Furthermore, after reaching the applicable stock ownership target, our executive officers are required to retain at least 50% of the net shares received as a result of the vesting of equity grants for a period of one year from the date of vesting. Shares of Common Stock owned outright or underlying time-vesting equity grants are counted for purposes of these guidelines.

Compliance with stock ownership guidelines is monitored by the Nominating & Governance Committee, which is required to make an annual report regarding compliance to the full Board.

All of the Company’s directors and executive officers are in compliance with our stock ownership guidelines as of the date hereof.

Compensation Discussion and Analysis

Pledging and Hedging of Company Securities

Pursuant to the Company’s insider trading policy adopted by our Board in August 2016, and further revised in May 2018, our directors, officers and all other employees are prohibited from pledging Company stock in order to secure personal loans or other obligations, including holding Company stock in a margin account. Also pursuant to such policy, our directors, officers and all other employees are prohibited from engaging in short sales involving Company securities; “derivative” transactions, including exchange traded put or call options; purchasing financial instruments intended to offset decreases in the market value of Company securities (such as prepaid variable forward contracts, equity swaps, collars and exchange funds); or entering into any other transactions with respect to Company securities with comparable economic consequences in short sales or other derivative or hedging transactions with respect to Company securities, in each case with no exceptions for pre-approved or pre-cleared transaction.

Tax Deductibility Limits on Executive Compensation

With the enactment of the Tax Cuts and Jobs Act in December 2017, for taxable years beginning after December 31, 2017, the deductibility exemption for performance based compensation under Section 162(m) was eliminated. As a result, compensation in excess of $1 million paid to covered executive officers generally is no longer deductible unless the compensation qualifies for certain transition relief under the Tax Cuts and Jobs Act. As a result, we continue to assess how the amendments to Section 162(m) may affect our annual and long-term incentive compensation. Given our commitment to tying the compensation of our executives to the performance of the Company, at this time we do not expect there to be material changes made to the manner in which we award our incentive compensation.

CEO Pay Ratio

In Fiscal 2019, our CEO’s total compensation was $11.2 million versus our median employee compensation of $82,000, both calculated in the same manner as set forth in the Summary Compensation Table included in this proxy statement. This reflects a CEO pay ratio of 137:1.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.

We selected a new median employee for Fiscal 2019 because the individual who served as the median employee for Fiscal 2018 is no longer employed by us. Our median employee annual pay calculation was determined by reviewing the compensation of all active employees as of June 30, 2019 based on total taxable compensation for the fiscal year 2019, which includes all cash compensation, including incentive cash compensation, and any vested restricted stock units.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Risk Considerations in Compensation Programs

In Fiscal 2019, we conducted an assessment of our compensation policies and practices for our executives and employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on our Company.

Compensation Discussion and Analysis

Summary Compensation Table

The following summary compensation table sets forth information concerning the annual and long term compensation of our named executive officers in Fiscal 2019, Fiscal 2018 and Fiscal 2017.

Compensation Discussion and Analysis

Grants of Plan Based Awards in Fiscal 2019

The following table provides information about grants of plan based awards to our named executive officers in Fiscal 2019 and non-equity incentive plan award information for Fiscal 2019: