Deneen Howell
COGENT COMMUNICATIONS HOLDINGSAbout Deneen Howell
Independent director of Cogent Communications Holdings, Inc. since May 2022; age 53. An attorney in private practice since 1998, she specializes in executive compensation, employment, publishing, and advising senior leaders and organizations; Yale University (undergrad) and Stanford Law School alumna; past president of the Stanford Law Review . She is co-chair of her firm’s Transactions and Business Counseling practice, co-chair of Employment Counseling, and chair of its Budget Committee, indicating deep compensation and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private law practice (firm not named) | Attorney; Co-chair Transactions & Business Counseling; Co-chair Employment Counseling; Chair, Budget Committee | 1998–present | Extensive executive compensation practice; governance and compliance advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Day School | Board of Directors member | Not disclosed | Board service in education non-profit |
| White House Historical Association | Trustee | Not disclosed | Board service in historical non-profit |
Board Governance
- Committee assignments: Member, Compensation Committee (Marc Montagner, Chair; members Howell and Paul de Sa) .
- Independence: Board determined all nominees except CEO Dave Schaeffer are independent; Howell is independent .
- Attendance and engagement: Board met seven times in 2024; each director attended at least 75% of Board and committee meetings; all current directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee met three times in 2024 .
- Lead Independent Director framework in place (Marc Montagner) with defined duties enhancing independence and oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director equity retainer | $400,000 in fully-vested stock (paid quarterly in arrears) | Shares per quarter based on prior-quarter average closing price (table values use quarter-end price) |
| Meeting fees | $1,000 per in‑person Board meeting | Directors reimbursed travel expenses |
| 2024 amounts for Howell | Cash fees: $3,000; Stock awards: $396,009; Total: $399,009 | Mix is predominantly equity for alignment |
| Non‑employee director annual award cap | $640,765 (inflation-adjusted from $500,000) for 2024 | Plan prohibits option repricing and requires minimum vesting (except director awards) |
Performance Compensation
Directors do not receive performance-based incentive pay (no annual bonus or PSU framework disclosed for directors; equity retainer is fully vested each quarter) .
| Metric | Target | Outcome |
|---|---|---|
| None disclosed for directors | — | No director performance metrics reported |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Howell |
| Compensation Committee interlocks | In 2024, no interlocks or insider participation: Howell and other members were independent; no transactions >$120,000 with the Company; no cross-committee director/executive overlaps reported |
Expertise & Qualifications
- Executive compensation and employment law specialist; advises executives and fiduciary/advisory board members; strong governance/compliance background .
- Board skills matrix flags HR/Compensation, Corporate Governance/Ethics, Legal/Regulatory, Strategic Planning/Oversight, Executive Experience, Operations, and M&A among key areas for nominees including Howell .
- Non-profit governance experience (education and historical associations) broadens stakeholder perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Deneen Howell | 16,337 | ~0.03% (16,337 / 49,380,408) | Director equity grants are fully vested when issued quarterly |
| Stock ownership guidelines | Policy requires CEO and Board to accumulate/maintain shares; individual director compliance level not disclosed | — | Hedging prohibited; pledging limited to full recourse loans with Audit Committee/Board approval; no pledging activity disclosed for Howell |
Governance Assessment
- Board effectiveness: Howell’s seat on the Compensation Committee aligns with her domain expertise, supporting robust pay-for-performance governance and oversight of plan features that restrict repricing, enforce minimum vesting (with director exceptions), and cap awards .
- Alignment: Director pay heavily equity-based; for 2024 Howell’s compensation was ~99.2% stock ($396,009 of $399,009), reinforcing alignment with shareholder outcomes .
- Independence/attendance: Independent status and at least 75% attendance, with active committee work, support investor confidence in oversight quality .
- Conflicts/related party exposure: No related-party transactions involving Howell disclosed; company reports formal Audit Committee review and approval process for related-party transactions (CEO facility leases reviewed; none pertaining to Howell) .
- Risk indicators: Section 16 compliance was timely for all directors except Brooks and Howard; no delinquency noted for Howell . The Company prohibits hedging and tightly controls pledging; no Howell pledging disclosure identified, mitigating alignment concerns .
RED FLAGS: None specific to Howell disclosed. Broader governance areas to monitor include CEO pledging levels and related-party real estate leases (approved, cancellable, and reviewed by Audit Committee), but these do not implicate Howell directly .