Eve Howard
COGENT COMMUNICATIONS HOLDINGSAbout Eve Howard
Eve Howard, age 62, is an independent director at Cogent Communications (CCOI) who has served on the Board since June 2022. She is an attorney in private practice with 30+ years of experience in capital markets and corporate strategic transactions; she led her firm’s global capital markets practice from July 2020–December 2023, served on the global executive management committee (2016–2020), and transitioned to senior counsel in January 2024. She holds degrees from Duke Law School (Board of Visitors) and Dartmouth College, and serves on the boards of Reading Partners DC and DirectWomen. The Board has determined that all director nominees other than the CEO are independent, which includes Ms. Howard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global law firm (not named) | Global Head, Capital Markets Practice | Jul 2020 – Dec 2023 | Led practice globally; expanded business, policy setting, risk management, operations streamlining |
| Global law firm (not named) | Global Executive Management Committee Member | 2016 – 2020 | Oversight across Americas, Europe, Asia; governance and risk leadership |
| Global law firm (not named) | Senior Counsel | Jan 2024 – Present | Ongoing advisory on capital markets, ESG, and securities matters |
| Private practice (career) | Attorney specializing in capital markets & corporate transactions | ~30+ years | Advises senior management teams/boards on corporate finance, ESG policies/practices, securities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duke Law School | Board of Visitors | Not disclosed | Governance advisory capacity |
| Reading Partners DC | Board Member | Not disclosed | Nonprofit focused on literacy in DC public elementary schools |
| DirectWomen | Board Member | Not disclosed | Nonprofit promoting gender diversity on corporate boards |
Board Governance
- Independence: The Board determined that all director nominees other than the CEO are independent; Ms. Howard is independent under Nasdaq rules .
- Committees (as of Mar 1, 2025): Member, Nominating and Corporate Governance Committee; the current members are Blake Bath (Chair), Eve Howard, and Lewis Ferguson. Post-Annual Meeting, Paul de Sa is expected to replace Bath as a member and Chair .
- Attendance: The Board met seven times in 2024; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting. Independent directors met seven times .
- Audit and Compensation Committees: Ms. Howard is not listed as a member; Audit members are Ferguson (Chair), Brooks, Kennedy. Compensation members are Montagner (Chair), Howell, de Sa .
| Governance Item | Detail |
|---|---|
| Board Meetings (2024) | 7 meetings; ≥75% attendance by each director; all directors attended annual meeting |
| Committee Assignments | Nominating & Corporate Governance Committee member; Chair transition expected to de Sa post-Annual Meeting |
| Audit Committee | Ferguson (Chair), Brooks, Kennedy |
| Compensation Committee | Montagner (Chair), Howell, de Sa |
| Independence Determination | All nominees other than CEO deemed independent |
Fixed Compensation
- Director compensation structure (2024): $400,000 in fully-vested common stock issued quarterly in arrears; $1,000 per in-person Board meeting; travel expense reimbursement .
- Ms. Howard’s 2024 compensation (grant-date fair values, FASB ASC 718): Cash fees $4,000; Stock awards $396,009; Total $400,009 .
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned in Cash | $4,000 |
| Stock Awards (ASC 718 fair value) | $396,009 |
| Total | $400,009 |
| Program terms | $400,000 fully-vested stock annually; $1,000 per in-person Board meeting; travel reimbursement |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual equity grants | Fully-vested common stock issued quarterly for non-employee directors | None disclosed for directors (no PSU/option metrics; awards are fully vested at grant) |
- Plan limits and guardrails: Non-employee directors are subject to an annual award cap of $500,000, indexed for inflation (adjusted cap was $640,765 for 2024) under the Second Amended and Restated 2017 Incentive Award Plan .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| Reading Partners DC | Nonprofit | Board Member | None disclosed |
| DirectWomen | Nonprofit | Board Member | None disclosed |
| Duke Law School | Academic | Board of Visitors | None disclosed |
| Other public company boards | Public | Not disclosed | None disclosed in proxy |
Expertise & Qualifications
- Core expertise: Corporate finance and capital markets, international business, ESG policies/practices, internal compliance, corporate governance; legal/regulatory expertise .
- Board skills matrix indicates Ms. Howard contributes in areas including public company board experience, financial, risk management, corporate governance/ethics, legal/regulatory, executive experience, operations, strategic planning/oversight, M&A, and ESG .
Equity Ownership
- Beneficial ownership: 11,313 shares; percent of class less than 1% (denoted “*”) as of Feb 28, 2025 .
- Ownership guideline: Directors required to own 10,000 shares; as of Mar 1, 2025, all covered individuals satisfied the requirement (Ms. Howard meets the guideline) .
- Pledging/hedging: No pledge disclosed for Ms. Howard; pledge noted only for CEO Dave Schaeffer (2,713,000 shares pledged) .
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 11,313 |
| Percent of Class | <1% (“*”) |
| Director Ownership Guideline | 10,000 shares (all covered individuals satisfied as of Mar 1, 2025) |
| Pledged Shares | None disclosed for Ms. Howard; CEO pledging referenced separately |
Insider Trades (Section 16(a) Compliance)
| Date Filed | Filing Type | Transaction Type | Note |
|---|---|---|---|
| Nov 14, 2024 | Form 4 | Sale (per proxy description) | Single Form 4 was filed late; Company noted one late Form 4 for Ms. Howard (and one for Steven Brooks) |
RED FLAG: Late Form 4 filing in 2024 (administrative compliance lapse); isolated and subsequently corrected .
Governance Assessment
-
Strengths
- Independent director with deep legal, capital markets, ESG, and governance expertise; advises boards and senior management on corporate and securities matters .
- Active role on the Nominating & Corporate Governance Committee; expected committee leadership refresh post-Annual Meeting indicates succession planning and governance continuity .
- Strong attendance culture (Board/committee ≥75%; annual meeting attendance) and independent director executive sessions support board effectiveness .
- Equity-heavy director compensation (fully-vested stock) aligns incentives with shareholder returns; explicit director ownership guideline (10,000 shares) met by Ms. Howard .
-
Watch items / potential red flags
- Late Section 16(a) Form 4 filing in 2024 (sale) reflects a compliance lapse; monitor for recurrence and timeliness of future filings .
- Company lacks a written policy for related-party transaction reviews (Audit Committee reviews case-by-case); while leases were benchmarked to comparables, absence of formal written policy is a governance design gap. No related-party transactions tied to Ms. Howard were disclosed .
- Director equity awards are fully vested at grant with no performance conditions; this reduces explicit pay-for-performance linkage for directors (though equity value still aligns with TSR) .
-
Overall signal for investors
- Ms. Howard’s skill set and committee assignment support board effectiveness in governance and ESG oversight. The isolated late Form 4 filing is minor but worth tracking; broader company-level related-party review framework could be strengthened with a formal written policy, albeit no conflicts disclosed for Ms. Howard .