COGENT COMMUNICATIONS HOLDINGS INC (CCOI)
Sector: Communication
2026 Annual Meeting Analysis
COGENT COMMUNICATIONS HOLDINGS INC · Meeting: May 1, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Schaeffer has served since 1999 and the company's 3-year total return of -65.8% underperforms XLC by -170.6pp, far exceeding the 30pp threshold for negative TSR, but the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp (below the 20pp trigger), so the TSR trigger does not fire on the named-peer primary benchmark; no overboarding, attendance, or independence concerns are present.
Montagner has served since April 2010 and brings extensive telecom and financial expertise; the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp, which is below the 20pp trigger threshold, so no TSR-based concern fires, and no overboarding, attendance, or independence issues are present.
Brooks has served since October 2003 and brings deep investment banking and technology experience; the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp, below the 20pp trigger threshold, and no overboarding, attendance, or independence issues are present.
De Sa joined in December 2021 and brings telecom regulatory and strategic expertise; the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp, below the 20pp trigger threshold, and no overboarding, attendance, or independence issues are present.
Ferguson has served since October 2018 and brings exceptional audit oversight credentials as a former PCAOB board member; the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp, below the 20pp trigger threshold, and no overboarding, attendance, or independence issues are present.
Howard joined in June 2022, just over 24 months ago, bringing capital markets and corporate governance expertise; the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp, below the 20pp trigger threshold, and no overboarding, attendance, or independence issues are present.
Howell joined in May 2022, just over 24 months ago, bringing executive compensation and corporate governance expertise; the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp, below the 20pp trigger threshold, and no overboarding, attendance, or independence issues are present.
Kennedy has served since November 2019 and brings financial system oversight and risk management expertise; the 3-year peer group comparison shows CCOI outperforming its disclosed peer median by +18.3pp, below the 20pp trigger threshold, and no overboarding, attendance, or independence issues are present.
All eight directors are recommended FOR. Although CCOI's stock has fallen sharply (-65.8% over three years), the company's disclosed compensation peer group of Cable One, Rapid7, and Viavi Solutions shows CCOI actually outperforming the peer median by +18.3 percentage points over three years — below the 20pp threshold required to trigger a AGAINST vote under the named-peer primary benchmark. The peer group's median 3-year return was deeply negative (-84.1%), reflecting sector-wide distress among similar companies. No directors are overboarded, all met attendance requirements, all independent directors appear genuinely independent, and the board discloses a skills matrix.
Say on Pay
✗ AGAINSTCEO
Dave Schaeffer
Total Comp
$25,372,519
Prior Support
88%%
CEO Dave Schaeffer received total reported compensation of $25,372,519 for 2025, which is substantially above the benchmark for a CEO at a Communication Services company with a market cap of approximately $904 million — a market cap that has collapsed from a much higher level, meaning the benchmark itself already reflects lower expectations. A significant portion of this reported pay ($11.9 million) represents awards granted in December 2025 for services to be performed in 2026, meaning the company booked a single large award covering a future year all at once into the 2025 pay table, artificially inflating the reported figure; this is a compensation structure concern regardless of the accounting treatment. On the pay-for-performance alignment check, the CEO's variable (incentive) compensation was well above benchmark while shareholders experienced a 3-year stock decline of approximately 65.8% — the stock underperformed the XLC sector ETF benchmark by 170.6 percentage points over three years, far exceeding the 20-percentage-point threshold that triggers a No vote when absolute TSR is negative and variable pay is above benchmark. While the prior Say on Pay vote received 88% support (above the 70% threshold), the compensation structure itself — particularly the front-loaded 2026 awards inflating 2025 reported pay and the ongoing misalignment between executive pay levels and shareholder experience — warrants a AGAINST vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a company of CCOI's size and complexity. The proxy filing does not include an auditor fee table with specific audit and non-audit fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated — per policy, the tenure trigger also requires confirmed data to fire and auditor tenure is not explicitly stated; absent confirmed data triggering a No vote, the default is FOR. No material financial restatements attributable to audit failure are disclosed.
Actual Vote Results
Meeting held May 1, 2026
Other Proposals
Proposal 1
Approval of Third Amended and Restated Cogent Communications Holdings, Inc. 2017 Incentive Award Plan
Overall Assessment
The 2026 CCOI annual meeting presents eight director nominees (all recommended FOR given outperformance versus the disclosed peer group), auditor ratification of Ernst & Young (recommended FOR with no triggering fee or tenure data available), and a Say on Pay vote (recommended AGAINST due to a CEO pay level of $25.4 million that is substantially above benchmark for the company's current size, front-loaded 2026 awards inflating 2025 reported compensation, and severe pay-for-performance misalignment with shareholders having lost roughly two-thirds of their investment over three years). The equity plan approval (Proposal 2) is an equity plan type not yet covered by policy and is noted separately.
Compensation Peer Group
3 companies disclosed in 2026 proxy filing