DEF 14A of Cogent Communications Holdings, Inc., Mar 25, 2024

DEF 14A of Cogent Communications Holdings, Inc.

Filed Mar 25, 2024 · FY20230001104659-24-038424

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Nine directors are to be elected at the Annual Meeting to serve until their respective successors are elected and qualified. Nominees for election to the Board shall be approved by the affirmative vote of the holders of a majority of shares of our common stock present in person or represented by proxy at the Annual Meeting. In the event any nominee is unable or unwilling to serve as a nominee, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of those nominees named without nomination of a substitute. . Each of the director nominees has consented to stand for election, and the Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a nominee or as a director if elected. Set forth below is certain additional information concerning the nine directors of the Company nominated to be elected at the Annual Meeting: Dave Schaeffer, age 67, founded our Company in August 1999 and is our Chairman of the Board, Chief Executive Officer and President. Prior to founding the Company, Mr. Schaeffer was the founder of Pathnet, Inc., a broadband telecommunications provider, where he served as Chief Executive Officer from 1995 until 1997 and as Chairman from 1997 until 1999. Mr. Schaeffer has been a director since 1999. Mr. Schaeffer serves as both Chairman and Chief Executive Officer (“CEO”) because he is the founder of the Company and has led the Company and the Board since the Company was founded. For this reason, he has been nominated to continue serving on the Board. Marc Montagner, age 62, has served on our Board since April 2010 and has served as our Lead Independent Director since February 2020. Since January 1st 2024, Mr. Montagner has been Chief Financial Officer at SBA Communications, a publicly traded independent owner and operator of wireless communications infrastructure. Between February 2022 and March 2024, Mr. Montagner was a director of Intelsat, a satellite operator based in Virginia, and served as the Chair of the Audit Committee. Mr. Montagner served as Chief Financial Officer at Cerence Inc. from April 2022 to May 2022, and Endurance International Group Holdings, Inc., from 2015 to 2021. He was previously Chief Financial Officer at LightSquared from 2012 until August 2015. Previously, he had been Executive Vice President of Strategy, Development and Distribution at LightSquared. On May 14, 2012, LightSquared filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining LightSquared in February of 2009, Mr. Montagner was Managing Director and Co-Head of the Global Telecom, Media and Technology Merger and Acquisition Group at Banc of America Securities. Until August of 2006, he was Senior Vice President, Corporate Development and M&A with the Sprint Nextel Corporation. Prior to this, Mr. Montagner had the same responsibilities with Nextel Communications. Prior to 2002, Mr. Montagner was a Managing Director in the Media and Telecom Group at Morgan Stanley. Prior to joining Morgan Stanley, Mr. Montagner worked for France Télécom (now Orange) in New York where he was Head of Corporate Development for North America. Mr. Montagner has been nominated to continue serving on the Board due to his extensive experience in the telecommunications industry, specifically with respect to operational, financial and strategic matters. D. Blake Bath, age 61, has served on our Board since November 2006. He is currently a private investor and engaged in philanthropic concerns. He is on the University of Michigan’s Chemical Engineering Advisory Board. From 2006 to 2016 he was the Chief Executive Officer of Bay Bridge Capital Management, LLC, an investment firm in Bethesda, MD. From 1996 until 2006, Mr. Bath was Managing Director at Lehman Brothers and, as a senior equity research analyst for Lehman Brothers, was Lehman’s lead analyst covering wireline and wireless telecommunications services. Prior to joining Lehman Brothers, he was the primary telecommunications analyst at Sanford C. Bernstein from 1992 to 1996. From 1989 to 1992 he was an analyst in the Strategic Planning and Corporate Finance organizations at MCI Communications. Mr. Bath has been nominated to continue serving on the Board because of his wide experience with the telecommunications industry which allows him to contribute a broad perspective to discussions about the Company’s future activities and its place in the current competitive landscape. Steven D. Brooks, age 72, has served on our Board since October 2003. Mr. Brooks is a private investor. He was Managing Partner of BCP Capital Management from 1999 to 2009. From 1997 until 1999, Mr. Brooks headed the technology industry mergers and acquisition practice at Donaldson, Lufkin & Jenrette. Previously, Mr. Brooks held a variety of positions in the investment banking and private equity fields, including: Head of Global Technology Banking at Union Bank of Switzerland, Managing Partner of Corporate Finance at Robertson Stephens, founder and Managing Partner of West Coast technology investment banking at Alex Brown & Sons, and Principal at Rainwater, Inc., a private equity firm in Fort Worth, Texas. Mr. Brooks has been nominated to continue serving on the Board because of his extensive experience with firms such as Cogent and with public market activities of such companies. Having been involved with the Company since its early days he also brings extensive historical perspective to the Board. Paul de Sa, age 52, has served on our Board since December 2021. Mr. de Sa is a co-founder and partner of Quadra Partners, a telecommunications advisory firm founded in 2017. From 2009 to 2012 and again from 2016 to 2017, Mr. de Sa served as Chief of the Office of Strategic Planning at the U.S. Federal Communications Commissions (FCC). During his time at the FCC, Mr. de Sa focused on transaction reviews, and spectrum and broadband policy. From 2012 to 2016, he was a Senior Analyst at Bernstein Research. Prior to his government service, Mr. de Sa was a Partner at McKinsey & Company, serving communications and private-equity clients from the firm’s Washington, D.C., and Seoul offices. From 2018 to 2023, Mr. de Sa was a director of the Coalition for Green Capital, a non-profit that works with national, state and local governments to establish green bank financial institutions for the deployment of sustainable technologies. Mr. de Sa holds a doctorate in theoretical physics from Oxford and a B.A. from Cambridge. He was also a John F. Kennedy Memorial Scholar at MIT and researched technology policy as a post-doctoral fellow at Harvard University. Mr. de Sa has been nominated to continue service on the Board due to his experience in the communications industry, regulatory background, sustainability and corporate finance.

  2. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    Lewis H. Ferguson III, age 79, has served on our Board since October 2018. From 2011 to 2018 he served two terms as a board member of the Public Company Accounting Oversight Board (“PCAOB”), the oversight body for auditors of U.S. public companies. Mr. Ferguson served as Vice-Chair and Chair of the International Forum of Independent Audit Regulators, the international coordinating body of more than 50 independent audit regulators throughout the world, from 2012 to 2015. Mr. Ferguson also served as the first general counsel of the PCAOB from 2004 to 2007. Prior to his service at the PCAOB, Mr. Ferguson was a partner at the law firm of Williams & Connolly, LLP from 1979 to 1993 and 1998 to 2003, and at the law firm of Gibson, Dunn & Crutcher, LLP from 2007 to 2011. Mr. Ferguson has at various times served on the boards of seven companies, two public and five private. The two public companies were Wright Medical Technologies (1994 to 1997) and Cogent Communications Group, Inc., a predecessor of the Company (2007 to 2009). Mr. Ferguson has been nominated to continue serving on the Board due to his extensive experience with audit matters, corporate finance, and corporate governance. Eve Howard, age 61, has served on our Board since June 2022. Ms. Howard is an attorney in private practice, specializing in capital markets, financing and other corporate strategic transactions for more than 30 years. Ms. Howard regularly provides advice to senior management teams and corporate boards of directors on their corporate and finance activities, environmental, social and governance policies and practices, and securities matters. She served as the global head of the capital markets practice of her firm from July 2020 through December 2023, and prior to that served on the global executive management committee of the firm from 2016-2020. She transitioned from partner at her firm to senior counsel in January 2024. In her management role, Ms. Howard worked closely with teams throughout the Americas, Europe and Asia to expand the business, set policies, manage risk and streamline operations. Ms. Howard is a graduate of Duke Law School, where she currently serves on the Board of Visitors, and Dartmouth College. Ms. Howard serves on the board of Reading Partners DC, a nonprofit aimed at building literacy skills in qualifying Washington, D.C. public elementary schools. Ms. Howard also serves on the board of DirectWomen, a nonprofit organization that works to increase gender diversity on corporate boards. Ms. Howard has been nominated to continue serving on the Board based upon her extensive experience in the areas of corporate finance and capital markets, international business experience, environmental, social and governance policies and practices, internal corporate compliance and corporate governance. Deneen Howell, age 52, has served on our Board since May 2022. Ms. Howell is an attorney in private practice and has been practicing since 1998. Ms. Howell’s practice includes advising former government officials, senior executives, public speakers, broadcasters and journalists (many of whom also are authors) in their professional pursuits; and counseling privately held businesses and non-profit organizations in employment and publishing-related matters. Ms. Howell also has an extensive executive compensation practice where she represents top executives as well as fiduciary and advisory board members of public and privately-held companies. Ms. Howell serves as co-chair of her firm’s Transactions and Business Counseling practice, and its Employment Counseling practice group and as chair of its Budget Committee. Ms. Howell also serves as a member of the Boards of Directors of Georgetown Day School and The Fuller Project, a non-profit newsroom, as well as the board of Trustees of the White House Historical Association. Ms. Howell is a graduate of Yale University and Stanford Law School and a past president of the Stanford Law Review. Ms. Howell has been nominated to continue serving on the Board based upon her extensive experience in the areas of media and content development, executive compensation, internal corporate compliance and corporate governance. Sheryl Kennedy, age 69, has served on our Board since November 2019. Ms. Kennedy serves on the board of directors of Private Debt Partners, Inc., serving on the Audit, Finance and Risk Committee and is a director of the CLS Group Holdings AG, serving as Chair of the Nominating and Governance Committee, as a member of the Audit and Finance and the Chairs Committees and also as Chair of the board of its subsidiary, CLS UK Intermediate Holdings Ltd. Ms. Kennedy served as non-executive Chair of Promontory Financial Group Canada, an IBM Company, during the course of 2019, and previously was CEO of Promontory Canada from 2009 through 2018. From 1994 to 2008 she was Deputy Governor of the Bank of Canada and chaired the Markets Committee at the Bank for International Settlements in Basel, Switzerland from 2003 to 2006. She also served as Senior Advisor for International Strategy for Scotiabank in 2006. Prior to her time with the Bank of Canada, Ms. Kennedy worked in the Canadian federal Department of Finance and served as Finance Counsellor at the Canadian Embassy in Paris, France. Ms. Kennedy is a Trustee of the Anglican Church of Canada General Synod Pension Plan and Chair of its Asset Mix Committee. She served on the University of Waterloo Board of Governors from 2017 to 2023 chairing its Pension Investment Committee and serving as a member of its Finance and Investment Committee. She also chaired the University’s Responsible Investing Advisory Group. Ms. Kennedy is a graduate of the University of Waterloo and Harvard University. Ms. Kennedy has been nominated to continue serving on the Board due to her experience in the oversight of public company auditing, risk management, financial system management, regulation and corporate responsibility and sustainability, together with her international experience. Listed below are certain areas of knowledge, skills and experience that we consider important for our directors in light of our current business strategy and structure. The table below includes the primary skills and experience of each director nominee that led our Board to conclude that he or she is qualified to serve on our Board. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contribution to the Board, and the type and degree of knowledge, skills and experience listed below may vary among the nominees.

  3. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    | Board | Schaeffer | Montagner | Bath | Brooks | de Sa | Ferguson | Howard | Howell | Kennedy | | Knowledge, Skills and Experience | | | | | | | | | | | Public Company Board Experience | x | x | x | x | x | x | x | x | x | | Financial | x | x | x | x | x | x | x | | x | | Risk Management | x | x | x | | | x | x | | x | | Accounting | x | x | x | x | | x | | | x | | Corporate Governance/Ethics | x | x | x | x | | x | x | x | x | | Legal/Regulatory | x | | | x | x | x | x | x | x | | HR/Compensation | x | x | x | | | | | x | | | Executive Experience | x | x | x | | | | x | | x | | Operations | x | x | | | | | x | x | | | Strategic Planning/Oversight | x | x | x | x | x | x | x | x | x | | Technology | x | x | x | x | | | | | | | Mergers and Acquisitions | x | x | | x | x | x | x | x | | | Telecom/Internet Industry | x | x | x | x | x | | | | | | Academia/Education | x | | x | x | | x | | | x | | Cybersecurity | x | | | | | x | | | | | Environmental, Social and Governance | | | | | | | x | | x |

  4. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    If the nominees are elected, the average tenure of our independent directors would be 8.5 years as of May 8, 2024, as compared to 7.5 years as of May 4, 2023.

  5. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    | Board Diversity Matrix (As of March 25, 2024) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | | | | Part II: Demographic Background | | | | | | African American or Black | 1 | | | | | Alaskan Native or Native American | | | | | | Asian | | 1 | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 2 | 5 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  6. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees named above. The Board recommends a vote FOR the election of all nominees named above.

  7. Executive Summary

    Executive Summary 2023 Executive Compensation Highlights The following summarizes the compensation for our Named Executive Officers for 2023: • Base Salaries — With the exception of our CEO, who receives no annual base salary, increased their annual base salaries by 4.0% in common with all employees. • Bonus — With the exception of our CEO, each of our Named Executive Officers who was employed by the Company on January 1, 2023 received a one-time cash bonus equal to 2% of their base salary in common with all employees in light of increased rate of inflation. Upon the closing of the Sprint acquisition, the Board awarded Messrs. Weed and Chang a special bonus of $50,000 each. In addition, we paid one-time retention bonuses to Messrs. O’Connor and Danielson in connection with their continued employment after the closing of the Sprint acquisition. Annual Incentive Compensation for CEO — Based on achievement of 57% of revenue growth and 58% of adjusted EBITDA growth for 2023, our CEO earned an annual incentive award in the amount of $500,000. The targets for the annual incentive compensation were 5% revenue growth and 10% adjusted EBITDA growth and the annual incentive award of $500,000 was 100% of the target annual incentive compensation of $500,000. Sales Commissions for Chief Revenue Officer — Based on achievement of 114% of his aggregate revenue targets for 2023, made monthly commission payments totaling $167,084 to Mr. Bubeck. Long-Term Incentive Compensation — The following long-term incentive compensation opportunities were granted to our Named Executive Officers in 2023: • Our CEO received a time-based restricted stock award of 72,000 shares which vests in 2026 and a performance-based restricted stock award of 88,000 shares, which is eligible to vest in 2027. The metrics for the performance-based award reflect stockholder feedback, and the performance-based award is to be earned based on our performance through the end of 2025, with one-third (1∕3) vesting based on the Company’s growth rate in revenue, one-third (1∕3) vesting based on the Company’s growth rate in cash flow from operating activities and one-third (1∕3) vesting based on the Company’s TSR, with no shares earned for that metric if performance is less than zero and no additional shares are earned for that metric if performance exceeds 100%. • Mr. Weed received a time-based restricted stock award of 19,400 shares and a performance-based stock restricted stock award of 4,850 shares and Messrs. Bubeck, Chang and Kilmer each received time-based restricted stock awards of 9,600 shares and performance-based restricted stock awards of 2,400 shares. The time-based restricted stock vests in 2026 and the performance-based restricted stock is eligible to vest in 2026, based on the attainment of customer satisfaction goals over the performance period. • Mr. Weed received an additional time-based restricted stock award of 10,000 shares that vests in 4 equal installments in 2025. • Concurrent with their transition to the Company upon the closing of the Sprint acquisition, Messrs. O’Connor and Danielson each received a time-based restricted stock award of 16,000 shares. • Vesting of Performance Grants for Chief Executive Officer — Our CEO’s performance-based restricted stock award granted in 2020 is scheduled to vest on April 1, 2024. The terms of the 2020 performance-based restricted stock award provided that the number of shares to be awarded will be determined by our performance through the end of 2023, with one-third (1∕3) vesting based on the Company’s growth rate in revenue, one-third (1∕3) vesting based on the Company’s growth rate in cash flow from operating activities and one-third (1∕3) vesting based on our TSR, with no shares earned for that metric if performance is less than zero and no additional shares are earned for that metric if performance exceeds 100%. Due to the impossibility of obtaining the information necessary to perform the applicable calculations with respect to the award, the performance measures with respect to growth rate in revenue and cash flow operating activities were amended by removing the provision that only organic growth be considered. • Vesting of Performance Grants for Other Executive Officers — Evaluated the performance — based restricted stock awards granted to our executive officers in 2020, including the Named Executive Officers (other than our CEO and Messrs. O’Connor and Danielson), and determined that the performance goal for such awards had been met by the Company, resulting in each of our executive officers earning 100% of such performance-based restricted stock awards. 2024 Executive Compensation Update In January 2024, the Compensation Committee and the Board approved a number of measures intended to align executive compensation more fully with two goals: executive retention and successful integration of the Sprint acquisition. The Committee and the Board believe that these goals are critical to the success of the Company, and tailored its executive compensation decisions accordingly. CEO Employment Agreement. On January 3, 2024, in order to retain Mr. Schaeffer, the Company’s founder and CEO, during this critical period, the Board agreed to amend Mr. Schaeffer’s employment agreement to extend the term through December 31, 2026. CEO Long-Term Incentive Compensation. Upon recommendation of the Compensation Committee, the Board granted a long-term incentive compensation opportunity to our CEO that provides for a time-based restricted stock award of 84,000 shares that begins vesting in 2027 and a performance-based restricted stock award of 96,000 shares that vests in 2027 and is to be earned based on our performance through the end of 2026, with one-half vesting based on the Company’s compound annual growth rate in EBITDA, as set forth in the Company’s earnings press releases and one-half vesting based on our TSR, with no shares earned for that metric if performance is less than zero and no additional shares are earned for that metric if performance exceeds 100%. The number of time-based shares and performance-based shares are each an increase from the amounts granted in 2023. The Board increased the amounts due to the Sprint acquisition increasing the Company’s revenue by approximately 80% and the challenges and complexity of integrating and managing the combined company. The Board also shortened the performance period from 4 years to 3 years believing it more appropriate to set performance goals over a 3-year horizon than 4 years. CEO Annual Cash Incentive Compensation. With respect to our CEO’s Annual Cash Incentive Compensation opportunity for 2024, which remains the CEO’s only direct cash compensation and is payable in 2025, the Compensation Committee amended the performance measures from revenue and EBITDA growth to growth in annualized wavelength revenue for 2024. Wavelength revenue is the revenue the Company derives from the sales of optical wave and optical transport services on its network. The Compensation Committee believes the sale of wavelengths is reasonable metric for evaluating the progress and success of the integration efforts with respect to the Sprint acquisition.

  8. Executive Summary

    Executive Officer Long-Term Incentive Compensation. On January 3, 2024, Board granted long-term incentive compensation opportunities to the Company’s other Named Executive Officers employed by the Company on such date in the form of time-based restricted stock awards, which vest in 2027, and performance-based restricted stock awards, which are eligible to vest based on our performance through the end of 2027. Mr. Weed received a time-based restricted stock award of 19,400 shares that vests in 2027 and a performance-based restricted stock award of 4,850 shares that vests in 2027 based on our performance through 2027. Each of our other Named Executive Officers received a time-based restricted stock award of 9,600 shares that vests in 2027 and a performance-based restricted stock award of 2,400 that vests in 2027 based on our performance through 2027. The Compensation Committee and the Board also granted supplemental long-term incentive compensation opportunities to the Company’s other Named Executive Officers and members of senior management employed by the Company on January 3, 2024 in the form of time-based restricted stock awards, which vest in 2027, to retain such individuals. Messrs. Weed and Chang each received a time-based restricted stock award of 30,000 shares, Mr. Bubeck received a time-based restricted stock award of 10,000 shares and Mr. Kilmer received a time-based restricted stock award of 5,000 shares, that each vest in January 2027, contingent upon such Named Executive Officer remaining employed through and on such date. The Compensation Committee believes that retaining the services of key employees is critical to the Company’s ability to complete the integration of the Sprint operations and infrastructure into the Company. Pay-for-Performance Compensation Philosophy We view our executive compensation practices as an avenue to communicate our goals and standards of conduct and as a means to reward our executive officers for their achievements. We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers and, therefore, that it promotes stability in our leadership. The Board has established a unifying principle for our executive compensation program: linking the interests of our executive officers to the interests of our stockholders. The Board believes that this alignment of interests incentivizes our executive officers to act in the best interests of the Company. To ensure our executive officers’ interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, a substantial portion of our executives’ annual compensation takes the form of equity awards and is, therefore, “at-risk.” Over 95% of our CEO’s annual target direct compensation consists of equity awards. For our other executive officers, including the other Named Executive Officers, over 70% of their annual target direct compensation is delivered in the form of equity awards. In 2023, our CEO’s entire cash compensation consisted of his annual incentive award, which was performance-based and at-risk. The majority of our CEO’s restricted stock award is performance-based, meaning that a majority of our CEO’s target total direct compensation for 2023 was performance-based. This dedication to performance-based compensation remains in place for 2024. Our compensation program focuses upon long-term growth in stockholder value. Restricted stock awards granted to our executives generally do not vest until three years after the grant date, and, in the case of performance-based restricted stock awards, the performance targets are based on long-term measurements. To date, the Board has granted equity awards based on a fixed number of shares rather than awards based on a specific dollar value. To ensure that we remain faithful to our compensation philosophy, the Board regularly evaluates the relationship between the reported values of the equity awards granted to our executive officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our TSR over this period. The Board will continue to review both the size of awards and whether awards should be tied to a specific dollar amount; however, as part of this evaluation the Board will acknowledge that increases in the realized value from the awards are necessarily tied to increases in stockholder value and thus these increases are consistent with the goal of our executive compensation program. As the most direct way to tie our CEO’s incentives to TSR, the Board has structured his compensation almost completely as long-term equity awards. Thus, our CEO sees his primary responsibility as the creation of long-term stockholder value. In response to stockholder concerns, in 2020, the Board restructured the metrics for our CEO’s performance-based equity award to align a greater portion to metrics that he directly influences: revenue and cash flow. Accordingly, beginning with his 2020 grant, one-third of his performance-based shares were tied to the Company’s growth rate in revenue, one-third to the Company’s growth rate in cash flow from operating activities and one-third to our TSR, with performance measured over a three-year period and the number of shares to be earned with respect to each metric subject to a cap. The targets for the Company’s growth rate in revenue and growth rate in cash flow from operating activities were set at 1.5 and 2.0 times, respectively, of the growth rates for the same metrics for companies comprising the NASDAQ Telecommunications Index, with no shares are earned for a target if the growth rates for that target were less than zero or the Company’s TSR is less than zero. In 2024, due to the impossibility of obtaining the information necessary to perform the applicable calculations with respect to the 2020, 2021, 2022 and 2023 awards, the performance measures with respect to growth rate in revenue and growth rate in cash flow from operating activities were amended by removing the provision that only organic growth be considered. For 2024 compensation, as noted above, the Board amended these performance measures to a measure based on the compound annual growth rate of the Company’s EBITDA as adjusted over a three-year performance period from January 1, 2024 to January 1, 2027. The Board believes this is consistent with stockholder concerns as EBITDA as adjusted is a metric directly influenced by the CEO. We believe that our focused emphasis on the use of long-term incentive compensation as the key element of our executive officers’ target total direct compensation opportunities has enabled us to maintain a strong alignment of our executive officers’ and stockholders’ interests and has resulted in the above-market performance of our common stock as illustrated below. The graph below compares Cogent Communications Holdings’ cumulative five-year TSR on common stock with the cumulative TSRs of the S&P 500 Index and the NASDAQ Telecommunications Index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cogent Communications Holdings, the S&P 500 Index and the NASDAQ Telecommunications Index * $100 invested on 12/31/18 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.

  9. 2023 Stockholder Advisory Vote on Named Executive Officer Compensation

    2023 Stockholder Advisory Vote on Named Executive Officer Compensation At our 2023 Annual Meeting our stockholders approved the advisory vote on our named executive officer compensation, or “Say-on-Pay,” with approximately 94% of votes cast. We believe this support is indicative of the Board’s willingness to adjust both director and officer compensation in response to concerns and suggestions raised by our stockholders. As demonstrated by our continuing, active outreach to our stockholders, we value their opinions on executive compensation, as expressed not only in their Say-on-Pay votes but in our dialogues throughout the year. Executive Compensation Policies and Practices We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During 2023, we maintained the following executive compensation policies and practices, including both policies and practices we have implemented to drive performance and policies and practices that either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests: What We Do • We maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation practices. • We retain an Independent Compensation Advisor. The Compensation Committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation independent of management. • We conduct an annual Executive Compensation Review. At least once each year, the Board conducts a review of our compensation strategy. • Compensation At-Risk. Our executive compensation program is designed so that the majority of our executive officers’ compensation is at risk based on corporate performance, and because it is equity-based, aligned to the interests of our stockholders. • We Evaluate Compensation-related Risk. The Board considers our compensation-related risk profile to ensure that our compensation-related risks do not create inappropriate or excessive risk and are not reasonably likely to have a material adverse effect on the Company. • Multi-year Vesting Requirements. Both to retain and to focus our executives on long-term performance, all of our equity awards must be earned over at least a three-year period. • Compensation Recovery (“Clawback”) Policy. We have adopted a policy for recovery of erroneously awarded compensation that complies with SEC and Nasdaq rules and enables the Board to recover both cash and equity incentive-based compensation from our CEO and certain other officers in the event of an accounting restatement. • Stock Ownership Policy. We have adopted a stock ownership policy for our CEO and the members of the Board under which they must accumulate and maintain, consistent with the terms of the guidelines, shares of our common stock. • We Conduct an Annual Stockholder Advisory Vote on Named Executive Officer Compensation. We conduct an annual stockholder advisory vote on the compensation of the Named Executive Officers. The Board considers the results of this advisory vote during the course of its deliberations and also separately seeks to engage on executive compensation matters with our stockholders. What We Do Not Do • No Guaranteed Bonuses. We do not provide guaranteed bonuses to our executive officers. Only our CEO and Chief Revenue Officer are eligible to receive annual cash incentive awards, which are entirely performance-based. Our other executive officers are not eligible for cash bonuses. • No Defined Benefit Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our executive officers other than the plans and arrangements that are available to all employees. Our executive officers are eligible to participate in our Section 401(k) retirement plan on the same basis as our other employees. No Hedging and Limits on Pledging. We prohibit our employees, including our executive officers, and the members of the Board from hedging our securities and from pledging our securities on a non-recourse basis. See below for a discussion of limitations on pledging of our securities. No Tax Payments on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits. No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. • No Special Welfare or Health Benefits. We do not provide our executive officers with any welfare or health benefit programs, other than participation in our broad-based employee programs, such as medical, dental and vision benefits, medical and dependent care flexible spending accounts, health savings accounts, long-term and short-term disability insurance, and basic life insurance coverage. • No Stock Option Re-pricing. We do not permit options to purchase shares of our common stock to be re-priced to a lower exercise price without the approval of our stockholders. Pledging Policy In 2021, the Board of Directors, led by the Audit Committee, undertook a comprehensive review of the Company’s policy on pledging of the Company’s stock by the Company’s directors, officers and employees. As part of this review, the Board weighed two primary considerations. First, the Board believes that the Company’s longstanding practice of compensating its CEO and other senior executives primarily through restricted stock awards is correct and properly aligns the interests of the Company’s officers with those of its stockholders. The Board is firm in its belief that this practice should continue. Second, the Board recognizes that a pledge of a significant number of shares of the Company’s stock poses a risk to the Company and its other stockholders should a lender foreclose on the pledged shares and sell all or a significant portion of them in a manner that disrupts the market for the shares. When considering whether to impose a complete prohibition on the pledging of Company stock, the Board recognized that a complete ban on the pledging of Company stock would likely result in Company officers selling shares of the Company in order to provide liquidity to pay taxes due upon the vesting of restricted stock and to meet other expenses. The Board believes that this runs counter to its goal of encouraging ownership of the Company’s securities by its executive officers. Moreover, the sale of shares by executive officers, particularly if in large amounts, could have a negative impact on stockholders. The Board adopted a revised pledging policy that it believes best balances these two considerations. The revised policy (i) prohibits individuals from pledging Company securities to secure a non-recourse loan, (ii) prohibits the holding of Company securities in a margin account, and (iii) permits pledging of Company securities pursuant to a full recourse loan only after the Audit Committee reviews and approves any proposed pledge and the full Board of Directors ratifies such approval. As part of the approval process, the Audit Committee may request an individual seeking to pledge shares to provide information sufficient for the Audit Committee to evaluate the risk of such pledge, which information may include, but is not limited to, the following: • Amount and terms of the full recourse loan; • Purpose of the full recourse loan; • Terms of the collateral agreement or similar agreement effecting the pledge; • Amount of Company securities pledged; and • Financial condition of the individual making the pledge.

  10. Executive Compensation Program Governance and Process

    Executive Compensation Program Governance and Process Role of the Compensation Committee The current members of the Compensation Committee are all independent directors. In 2023, the Compensation Committee had overall responsibility for our compensation and benefits policies generally, overseeing and evaluating the compensation plans, policies, and programs applicable to our CEO as well as our other executive officers, determining and overseeing the process of evaluating our CEO’s performance, and overseeing the preparation, review and approval of the Compensation Discussion and Analysis section of the 2023 Proxy Statement. The Board’s practice of developing and maintaining compensation arrangements that are competitive includes a balance between retaining the best possible talent and maintaining a reasonable and responsible cost structure. When selecting and setting the amount of each compensation element, the Board considers the following factors: • our performance against the financial and operational objectives established by the Board; • each individual executive officer’s skills, experience, and qualifications relative to other similarly situated executives in the competitive market; • the scope of each executive officer’s role compared to other similarly situated executives in the competitive market; • the performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; • compensation parity among our executive officers; and • our financial performance, including profitability and return of capital to stockholders, relative to our peers. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any single factor on the determination of pay levels quantifiable. Role of Management In discharging its responsibilities, the Board works with members of our management, including our CEO. Management provides the Board information on the Company’s and each individual’s performance, market data, and its perspective and recommendations on compensation matters. The Board solicits and reviews these recommendations and proposals with respect to adjustments to annual cash compensation, long-term incentive compensation opportunities, program structures, and other compensation-related matters. The Board reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our executive officers. Our CEO does not participate in Board discussions regarding his own compensation. Role of Compensation Consultant The Compensation Committee has engaged Compensia, a national compensation consulting firm, to serve as its compensation advisor. During 2023, Compensia provided the following services: • assisted with the development of a compensation peer group, provided competitive market data based on the compensation peer group for our executive officer positions and evaluated the compensation we pay our executive officers relative to both our performance and how the companies in our compensation peer group compensate their executives; • reviewed and analyzed the base salary levels and annual and long-term incentive compensation of our executive officers; and • reviewed our executive compensation disclosure, including the Compensation Discussion and Analysis. In 2023, Compensia provided no services to us other than the consulting services to the Compensation Committee. The Compensation Committee has reviewed the objectivity and independence of the advice it received from Compensia and determined that Compensia is independent and that its work did not raise any conflicts of interest. Competitive Positioning Compensia developed and recommended a compensation peer group to be used as a reference for understanding the market for executive talent when making compensation decisions for our executive officers. Compensia determined our compensation peer group by focusing on U.S.-based, publicly traded companies in the following technology industry sectors: telecommunications, Internet, and software. Compensia then selected companies that were similar to us relative to our size, using the following criteria: similar revenue size — ~0.5x to ~2.0x our last four fiscal quarter revenue of approximately $576 million (~$280 million to $1.2 billion); and • similar market capitalization — ~0.3x to ~3.0x our market capitalization of $2.9 billion (~$860 million to $8.6 billion). During its compensation review for 2023, conducted in 2022, the Compensation Committee took into consideration Compensia’s recommended peer group of 16 communications and technology companies for purposes of comparing our executive compensation levels and practices against the competitive market. In 2022, the companies comprising the Company’s compensation peer group for 2023 compensation were as follows:

  11. Executive Compensation Program Governance and Process

    As compared to the Company’s peer group used for 2022 compensation, 8x8 and QuinStreet were removed as they fell below the market capitalization range, CarGurus was removed as it was above the market capitalization range and Bottomline Technologies, Cloudera, Cornerstone OnDemand, Stamps.com and Vonage Holdings were removed because they were acquired. The Compensation Committee intends to review our compensation peer group at least annually and to adjust its composition, as necessary, accounting for changes in both our business and the businesses of the companies in the compensation peer group. The Compensation Committee does not believe that it is appropriate to make compensation decisions, whether regarding base salaries or long-term incentive compensation, based upon any type of benchmarking. The Committee does believe that information regarding the compensation practices at other companies is useful in at least two respects. First, the Committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness of individual executive compensation elements and of our overall executive compensation packages. The information provided by the peer group analysis is only one of several factors that the Committee considers, however, in making its compensation decisions. The Committee also considers, among other factors, the relative responsibilities and talents of our executive officers, the ability to replace their particular skillsets and institutional knowledge and the financial performance of the Company relative to its peers, including revenue growth, profitability and the return of capital to stockholders.

  12. Individual Compensation Elements

    | Named Officer | Time Based Restricted Stock (# shares) | Time Based Restricted Stock (grant date fair value) | Performance Based Restricted Stock (# shares) | Performance Based Restricted Stock (grant date fair value) | Aggregate Grant Date Fair Value | | Dave Schaeffer | 72,000 | $4,157,280.00 | 88,000 | $4,558,974.80 | $8,716,255 | | Thaddeus Weed | 19,400 | $1,120,156.00 | 4,850 | $280,039.00 | $1,400,195 | | Thaddeus Weed | 10,000 | $577,400.00 | — | $— | $577,400 | | James Bubeck | 9,600 | $554,304.00 | 2,400 | $138,576.00 | $692,880 | | John Chang | 9,600 | $554,304.00 | 2,400 | $138,576.00 | $692,880 | | Henry Kilmer | 9,600 | $554,304.00 | 2,400 | $138,576.00 | $692,880 | | Jeffrey Danielson | 16,000 | $1,177,280.00 | — | $— | $1,177,280 | | Greg O’Connor | 16,000 | $1,177,280.00 | — | $— | $1,177,280 |

  13. Employment Agreements

    Employment Agreements We have entered into written employment agreements with each of the current Named Executive Officers (other than Mr. Bubeck). In January 2024, the Company and Mr. Schaeffer amended his employment agreement to extend the term until December 31, 2026. Each of these employment agreements provides for “at will” employment. These agreements also set forth the rights and responsibilities of each party and protect both parties’ interests in the event of a termination of employment by providing the Named Executive Officer with the opportunity to receive certain post-employment payments and benefits in the event of certain terminations of employment, including following a change in control of the Company. Finally, these employment agreements prohibit the Named Executive Officer from engaging, directly or indirectly, in competition with us or disclosing our confidential information or business practices. These post-employment compensation arrangements are described in more detail in the discussion entitled “Post-Employment Compensation” below. For information on the specific terms and conditions of the employment agreements of the Named Executive Officers, see the discussion of “Employment Agreements and Potential Post-Employment Compensation Arrangements” in this Proxy Statement.

  14. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the summary compensation information for our Named Executive Officers for the fiscal years ended December 31, 2023, 2022, and 2021.

  15. 2023 Summary Compensation Table

    | Name | Principal Position | Year | Salary | Bonus | Stock Awards(a) | Non Equity Incentive Plan Compensation(c) | All other Compensation(b) | TOTAL | | Dave Schaeffer | Chief Executive Officer | 2023 | $0 | $0 | $8,716,255(d) | $500,000 | $9,922 | $9,226,177 | | | | 2022 | $0 | $0 | $10,798,221 | $112,765 | $6,100 | $10,917,086 | | | | 2021 | $0 | $0 | $11,148,060 | $352,000 | $4,398 | $11,504,458 | | Thaddeus Weed | Chief Financial Officer | 2023 | $348,973 | $56,711 | $1,977,595(e) | | $6,100 | $2,332,668 | | | | 2022 | $335,551 | $0 | $1,508,940 | | $3,608 | $1,848,099 | | | | 2021 | $328,972 | $0 | $746,280 | | $5,700 | $1,080,952 | | James Bubeck | Chief Revenue Officer | 2023 | $258,040 | $0 | $692,880(f) | $167,084 | $6,100 | $1,124,105 | | | | 2022 | $248,116 | $0 | $872,040 | $98,080 | $6,100 | $1,224,336 | | | | 2021 | $243,251 | $0 | $746,280 | $156,988 | $5,700 | $1,152,219 | | John Chang | Chief Legal Officer | 2023 | $277,346 | $55,334 | $692,880(f) | | $6,100 | $976,326 | | | | 2022 | $266,678 | $0 | $872,040 | | $4,819 | $1,143,537 | | | | 2021 | $261,449 | $0 | $746,280 | | $5,700 | $1,013,429 | | Henry Kilmer | Vice President of Network Strategy | 2023 | $243,283 | $4,679 | $692,880(f) | | $2,002 | $938,165 | | | | 2022 | $233,926 | $0 | $872,040 | | $5,176 | $1,111,142 | | | | 2021 | $229,339 | $0 | $746,280 | | $4,398 | $980,017 | | Jeffrey Danielson | Former Vice President of Infrastructure | 2023 | $123,328 | $212,424 | $1,177,280(g) | | $2,193 | $1,302,802 | | Greg O’Connor | Former Chief Operating Officer | 2023 | $200,772 | $200,772 | $1,177,280(g) | | $3,923 | $1,381,975 |

  16. 2023 Summary Compensation Table

    (a) Amounts represent the grant date fair value of stock awards computed in accordance with FASB Accounting Standards Codification 718. For additional information regarding the assumptions used in determining these values, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (b) Consists of employer matching amounts contributed to the Company’s 401(k) defined contribution plan. (c) Consists of cash compensation earned for performance against financial targets. See text above for a description of the criteria. (d) Consist of a restricted stock award of 160,000 shares made on January 3, 2023 of which 130,666 shares were valued at $76.06 per share and 29,334 shares were valued via an appraised value at $39.94 per share since they are based upon market conditions. Up to 88,000 shares vest on April 1, 2027 subject to certain performance conditions as described in the text above and 72,000 shares vest monthly at 6,000 per month in 2026. (e) Consist of a restricted stock award of 24,250 shares made on January 3, 2023 valued at $76.06 per share of which 4,850 shares vest on December 1, 2026 subject to certain performance conditions as described in the text above and 4,850 shares vest quarterly beginning on March 1, 2026 to December 1, 2026 and a restricted stock award of 10,000 shares that vests quarterly beginning on March 1, 2025 to December 1, 2025. (f) Consist of a restricted stock award of 12,000 shares made on January 3, 2023 valued at $76.06 per share of which 2,400 shares vest on December 1, 2026 subject to certain performance conditions as described in the text above and 2,400 shares vest quarterly beginning on March 1, 2026 to December 1, 2026. Consists of a restricted stock award of 16,000 shares made on May 3, 2023 valued at $73.58 per share that vested quarterly beginning on March 1, 2025 to December 1, 2025.

  17. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information with regard to the grants of plan-based awards to each Named Executive Officer during our fiscal year ended December 31, 2023. Mr. Schaeffer’s performance-based cash bonus is based on the growth of the Company’s revenue and EBITDA, as adjusted. If the revenue growth equals or exceeds 5%, he will receive $250,000, and, separately, if EBITDA, as adjusted, growth equals or exceeds 10%, he will receive $250,000. If the growth of the performance measures is less than the amount specified, he would receive a proportionally lesser amount. For example, if revenue growth equaled 2.5% and EBITDA growth equaled 8%, he would be paid 50% of $250,000 or $125,000 of the revenue growth bonus and 80% of $250,000 or $200,000 of the EBITDA growth bonus. Mr. Bubeck’s commission is based on sales as measured by revenue growth, measured both on a Company-wide basis and as the sum of regional performance with the Company-wide revenue growth target commission constituting approximately 84% of the total target commission. If the revenue growth generated by the sales organization for a particular month is 100% of each of Mr. Bubeck’s revenue targets, he will receive 100% of $12,240 for that month. If the percentage is more or less than 100% then he receives a proportionally greater or lesser amount, subject to a 50% floor on the Company-wide revenue growth and 100% ceiling on the regional revenue growth. For example, if revenue were at 40% of each of his targets for the month, then he would be paid 50% of target commissions for the Company-wide revenue growth and 40% of the target commissions for the regional revenue growth, for a total of $5,920 for the month. If revenues were 200% of each of his revenue growth targets, he would receive 200% of the target commissions for the Company-wide revenue growth and 100% of the target commissions for the regional revenue growth for a total of $22,480 for the month.

  18. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | NOTES | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target | Maximum | All Other Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(a) | | Dave Schaeffer | 1/3/2023 | (b)(c) | — | $500,000 | $500,000 | | 88,000 | 88,000 | 72,000 | $8,716,255 | | Thaddeus Weed | 1/3/2023 | (d) | | | | | | 4,850 | 19,400 | $1,400,195 | | Thaddeus Weed | 1/3/2023 | (e) | | | | | | | 10,000 | $577,400 | | James Bubeck | 1/3/2023 | (f)(g) | — | $146,880 | unlimited | | | 2,400 | 9,600 | $692,880 | | John Chang | 1/3/2023 | (f) | | | | | | 2,400 | 9,600 | $692,880 | | Henry Kilmer | 1/3/2023 | (f) | | | | | | 2,400 | 9,600 | $692,880 | | Jeffrey Danielson | 5/3/2023 | (h) | | | | | | | 16,000 | $1,177,280 | | Greg O’Connor | 5/3/2023 | (h) | | | | | | | 16,000 | $1,177,280 |

  19. 2023 Grants of Plan-Based Awards Table

    (a) Except as otherwise noted, amounts represent the grant date fair value of stock awards computed in accordance with FASB Accounting Standards Codification 718. For additional information regarding the assumptions used in determining these values, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (b) Consist of a restricted stock award of 160,000 shares made on January 3, 2023 of which 130,666 shares were valued at $57.74 per share and 29,334 shares were valued via an appraised value at $39.94 per share since they are based upon market conditions. Up to 88,000 shares vest on April 1, 2027 subject to certain performance conditions as described in the text above and 72,000 shares vest monthly at 6,000 per month in 2026. (c) Mr. Schaeffer’s annual cash award is based on achieving revenue and EBITDA, as adjusted, targets as described in the text above. Consist of a restricted stock award of 24,250 shares made on January 3, 2023 valued at $57.74 per share of which 4,850 shares vest on December 1, 2026 subject to certain performance conditions as described in the text above and 4,850 shares vest quarterly beginning on March 1, 2026 to December 1, 2026. Consist of a restricted stock award of 10,000 shares made on January 3, 2023 valued at $57.74 per share that vest quarterly beginning on March 1, 2025 to December 1, 2025. Consist of a restricted stock award of 12,000 shares made on January 3, 2023 valued at $57.74 per share of which 2,400 shares vest on December 1, 2026 subject to certain performance conditions as described in the text above and 2,400 shares vest quarterly beginning on March 1, 2026 to December 1, 2026. (g) While in theory Mr. Bubeck’s commission is unlimited it is in practice limited by the Company’s ability to accept and install service for new customers. The performance measures of this annual commission are described in the text above. (h) Consist of a restricted stock award of 16,000 shares made on May 3, 2023 valued at $73.58 per share that vest quarterly beginning on March 1, 2025 to December 1, 2026.

  20. 2023 Outstanding Equity Awards at Fiscal Year End Table

    2023 Outstanding Equity Awards at Fiscal Year End Table The following table shows the information regarding the stock awards held by our Named Executive Officers as of December 31, 2023.

  21. 2023 Outstanding Equity Awards at Fiscal Year End Table

    | | STOCK AWARDS | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(a) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(a) | | Dave Schaeffer(b) | | | 105,000 | $7,986,300 | | (c) | 84,000 | $6,389,040 | 105,000 | $7,986,300 | | (d) | 72,000 | $5,476,320 | 88,000 | $6,693,280 | | (e) | 72,000 | $5,476,320 | 88,000 | $6,693,280 | | Thaddeus Weed(f) | 9,600 | $730,176 | 2,400 | $182,544 | | (g) | 9,600 | $730,176 | 2,400 | $182,544 | | (i) | 19,400 | $1,475,564 | 4,850 | $368,891 | | (j) | 10,000 | $760,600 | | | | James Bubeck(f) | 9,600 | $730,176 | 2,400 | $182,544 | | (g) | 9,600 | $730,176 | 2,400 | $182,544 | | (h) | 9,600 | $730,176 | 2,400 | $182,544 | | John Chang(f) | 9,600 | $730,176 | 2,400 | $182,544 | | (g) | 9,600 | $730,176 | 2,400 | $182,544 | | (h) | 9,600 | $730,176 | 2,400 | $182,544 | | Henry Kilmer(f) | 9,600 | $730,176 | 2,400 | $182,544 | | (g) | 9,600 | $730,176 | 2,400 | $182,544 | | (h) | 9,600 | $730,176 | 2,400 | $182,544 |

  22. 2023 Outstanding Equity Awards at Fiscal Year End Table

    (a) Valued using the closing market price of our common stock on December 29, 2023 — $76.06 (b) Up to 105,000 shares vest on April 1, 2024 subject to certain performance conditions as described in the text above. (c) Up to 105,000 shares vest on April 1, 2025 subject to certain performance conditions as described in the text above and 84,000 shares vest monthly at 7,000 per month in 2024. Up to 88,000 shares vest on April 1, 2026 subject to certain performance conditions as described in the text above and 72,000 shares vest monthly at 6,000 per month in 2025. Up to 88,000 shares vest on April 1, 2027 subject to certain performance conditions as described in the text above and 72,000 shares vest monthly at 6,000 per month in 2026. 2,400 shares vest on December 1, 2024 subject to certain performance conditions as described in the text above and 2,400 shares vest quarterly beginning on March 1, 2024 to December 1, 2024. (g) 2,400 shares vest on December 1, 2025 subject to certain performance conditions as described in the text above and 2,400 shares vest quarterly beginning on March 1, 2025 to December 1, 2025. (h) 2,400 shares vest on December 1, 2026 subject to certain performance conditions as described in the text above and 2,400 shares vest quarterly beginning on March 1, 2026 to December 1, 2026. (i) 4,850 shares vest on December 1, 2026 subject to certain performance conditions as described in the text above and 4,850 shares vest quarterly beginning on March 1, 2026 to December 1, 2026. (j) 2,500 shares vest quarterly beginning on March 1, 2025 to December 1, 2025.

  23. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table shows information regarding option exercises by our Named Executive Officers during the fiscal year ended December 31, 2023, and the value of stock awards at the time of vesting for stock awards that vested during the year.

  24. 2023 Option Exercises and Stock Vested Table

    | Name | Option Awards Number of Shares Acquired on Exercise | Value Realized On Exercise | Stock Awards Number of Shares Acquired on Vesting | Value Realized On Vesting | | Dave Schaeffer | | | 189,000 | $11,438,560 | | Thaddeus Weed | | | 34,250 | $2,290,895 | | James Bubeck | | | 12,000 | $788,088 | | John Chang | | | 12,000 | $788,088 | | Henry Kilmer | | | 12,000 | $788,088 | | Jeffrey Danielson | | | 16,000 | $1,054,400 | | Greg O’Connor | | | 4,000 | $274,800 |

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The non-employee members of our Board of Directors were compensated in 2023 as follows for their services: $375,000 in fully-vested shares of our common stock issued in quarterly installments in arrears, with the number of shares in each quarterly installment determined by dividing $375,000 by the average closing price of the Company’s common stock for the preceding quarter and dividing the result by 4 (values in the Director Compensation Table were calculated using the closing price of the Company’s common stock at the end of the quarter rather than the average); • $1,000 per in-person Board meeting; and • Reimbursement of travel expenses. In 2023, the Board increased the dollar amount for calculating the number of shares to be issued from $375,000 to $400,000 for 2024 in light of the growth in the Company following the closing of the Sprint acquisition. The following table shows the amounts earned or paid in 2023:

  26. 2023 Director Compensation Table

    2023 Director Compensation Table

  27. 2023 Director Compensation Table

    | | Fees Earned in Cash | Stock Awards(a) | TOTAL | | Blake Bath | $4,000 | $375,590 | $379,590 | | Steven Brooks | $3,000 | $375,590 | $378,590 | | Paul De Sa | $4,000 | $375,590 | $379,590 | | Marc Montagner | $4,000 | $375,590 | $379,590 | | Lewis Ferguson | $4,000 | $375,590 | $379,590 | | Eve Howard | $4,000 | $375,590 | $379,590 | | Deneen Howell | $4,000 | $375,590 | $379,590 | | Sheryl Kennedy | $4,000 | $375,590 | $379,590 |

  28. 2023 Director Compensation Table

    The compensation of David Schaeffer, who is a director and our Chief Executive Officer is disclosed in the Summary Compensation Table, above, and is therefore not shown in the Director Compensation table. He does not receive compensation for serving as a director. Amounts represent the grant date fair value of stock awards computed in accordance with FASB Accounting Standards Codification 718. For additional information regarding the assumptions used in determining these values, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

  29. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our Principal Executive Officer (“PEO”) and Named Executive Officers (“NEO”) for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year (except for shareholder returns, all figures in 000s):

  30. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | EBITDA(3) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | | | | 2023 | 8,839 | 20,476 | 1,343 | 1,956 | 141.50 | 90.96 | 1,273,441 | 129,805 | | 2022 | 10,917 | 1,316 | 1,263 | 201 | 100.20 | 82.21 | 5,146 | 230,620 | | 2021 | 11,504 | 18,763 | 1,040 | 1,633 | 120.98 | 112.44 | 48,815 | 214,347 | | 2020 | 14,111 | 8,406 | 1,248 | 928 | 94.72 | 110.08 | 6,216 | 227,920 |

  31. Pay Versus Performance

    (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  32. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Dave Schaeffer | Thaddeus Weed, James Bubeck, John Chang, Henry Kilmer, Greg O’Connor and Jeff Danielson | | 2022 | Dave Schaeffer | Thaddeus Weed, Sean Wallace, James Bubeck, John Chang and Henry Kilmer | | 2021 | Dave Schaeffer | Sean Wallace, James Bubeck, Brad Kummer, John Chang and Timothy O’Neill | | 2020 | Dave Schaeffer | Sean Wallace, Thaddeus Weed, Jean-Michel Slagmuylder, Timothy O’Neill, James Bubeck and Brad Kummer |

  33. Pay Versus Performance

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows (all figures in 000s):

  34. Pay Versus Performance

    | | 2023 ($, in 000s) | | 2022 ($, in 000s) | | 2021 ($, in 000s) | | 2020 ($, in 000s) | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (8,716) | (1,068) | (10,798) | (999) | (11,148) | (746) | (13,876) | (936) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 12,170 | 1,033 | 8,761 | 799 | 12,841 | 878 | 11,180 | 731 |

  35. Pay Versus Performance

    | | 2023 ($, in 000s) | | 2022 ($, in 000s) | | 2021 ($, in 000s) | | 2020 ($, in 000s) | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | — | — | — | — | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 7,396 | 456 | (6,649) | (436) | 5,497 | 212 | (1,622) | (146) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 650 | 161 | (1,025) | (180) | 910 | 222 | 659 | 16 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | (274) | (955) | — | (2,146) | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 137 | 32 | 98 | 25 | 114 | 27 | 100 | 15 | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | — | — | — | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | — | — | — | — | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | — | — | — | — | — | — | | TOTAL ADJUSTMENTS | 11,637 | 613 | (9,601) | (1,062) | 7,259 | 592 | (5,704) | (320) |

  36. Pay Versus Performance

    For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of NASDAQ Telecommunications Index (the “Peer Group”). EBITDA is a non-GAAP measure. EBITDA represents net cash flows provided by operating activities plus changes in operating assets and liabilities, cash interest expense and cash income tax expense.

  37. CEO Pay Ratio

    CEO Pay Ratio For 2023, the annual total compensation of our median employee calculated in the same manner as our CEO’s as set forth in the Summary Compensation Table above was $94,633. The ratio of the two was 116:1. Our median employee was determined as of December 31, 2023 by calculating the total compensation of each employee other than the CEO and determining the median. Total compensation includes salary, commissions, and the grant date value of stock awards made in 2023. Compensation of employees outside the U.S. was converted to U.S. dollars using average exchange rates for 2023.