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
As founder and CEO-director, Schaeffer is subject to the TSR trigger, but CCOI's 3-year total return (-65.8%) beats the company-disclosed peer group median (-84.1%) by +18.3 percentage points, which is within the 20-point underperformance threshold required to trigger a vote against, so the TSR screen passes and no other policy flags apply.
Montagner has served since 2010 with extensive telecom and finance experience; CCOI's 3-year TSR outperforms the peer group median by 18.3 percentage points, which is within the 20-point threshold, so the TSR trigger does not fire and no other disqualifying flags are present.
Brooks has served since 2003 and brings relevant investment banking and technology industry experience; CCOI's 3-year TSR outperforms the disclosed peer group median by 18.3 percentage points, keeping the underperformance gap inside the 20-point trigger threshold, and no other policy flags apply.
De Sa joined in December 2021 and brings relevant telecom regulatory and corporate finance experience; CCOI's 3-year TSR beats the peer group median by 18.3 percentage points, within the 20-point trigger threshold, and no other disqualifying flags are present.
Ferguson has served since 2018 with deep audit and governance expertise and chairs the Audit Committee with confirmed financial expert status; CCOI's 3-year TSR outperforms the peer median by 18.3 percentage points, keeping the gap within the 20-point trigger threshold, and no other flags apply.
Howard joined in June 2022, bringing capital markets and corporate governance experience; her tenure is just over 24 months so the TSR trigger applies, but CCOI's 3-year TSR outperforms the peer group median by 18.3 percentage points, within the 20-point threshold, and no other disqualifying flags are present.
Howell joined in May 2022 with executive compensation and governance experience; her tenure is just over 24 months so the TSR trigger applies, but CCOI's 3-year TSR outperforms the peer group median by 18.3 percentage points, within the 20-point threshold, and no other flags apply.
Kennedy has served since November 2019 with strong financial oversight and regulatory experience and is a confirmed audit committee financial expert; CCOI's 3-year TSR outperforms the peer group median by 18.3 percentage points, within the 20-point trigger threshold, and no other policy flags apply.
All eight director nominees pass the policy screens. Although CCOI's absolute 3-year stock price return is deeply negative (-65.8%), the company's disclosed compensation peer group (Cable One, Rapid7, Viavi Solutions) had a median 3-year return of -84.1%, meaning CCOI actually outperformed its peers by 18.3 percentage points — inside the 20-point underperformance threshold required to trigger an against vote. No overboarding, independence, attendance, familial relationship, or qualifications concerns were identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Dave Schaeffer
Total Comp
$25,372,519
Prior Support
88%%
The CEO's total reported compensation of $25.4 million significantly exceeds what would be expected for a CEO at a company with a $904 million market cap in the Communications Services sector — this is well above the +20% CEO individual threshold under our policy. The company acknowledges that the December 2025 awards for 2026 service inflated the 2025 Summary Compensation Table, but even adjusting for this, the January 2025 awards alone ($12.95 million in reported stock award value) plus cash incentive compensation exceed reasonable benchmarks for this market cap tier by a material margin. On the pay-for-performance alignment check, variable and equity pay is clearly above benchmark while the stock lost 65.8% over three years and 72.4% over one year; even though CCOI outperformed its tiny three-company peer group on a relative basis, shareholders experienced severe absolute losses and the incentive structure rewarded executives richly during this period, which fails the alignment test under our policy.
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 does not disclose auditor tenure or a detailed fee breakdown table, so the tenure trigger and non-audit fee ratio test cannot be applied — per policy, absence of tenure data means the tenure trigger does not fire. No material restatements are disclosed, and the Audit Committee conducted active oversight including regular calls with the lead audit partner. All conditions for a FOR vote are satisfied.
Overall Assessment
The 2026 CCOI annual meeting ballot presents four proposals; the director slate and auditor ratification both pass all applicable policy screens and receive FOR determinations, while the Say on Pay vote receives an AGAINST determination due to CEO compensation that materially exceeds benchmarks for a sub-$1 billion market cap company combined with severe absolute stock price losses creating a pay-for-performance misalignment. The equity plan amendment (Proposal 2) is not covered by current policy and is reported separately without a vote determination.
Compensation Peer Group
3 companies disclosed in 2026 proxy filing