Henry Kilmer
COGENT COMMUNICATIONS HOLDINGSAbout Henry Kilmer
Henry W. “Hank” Kilmer, age 56, is Vice President of Network Strategy at Cogent Communications (CCOI), having joined the company in 2011. He previously held engineering and operations leadership roles at UUNET (now Verizon), Sprint, Digex/Intermedia, and Metromedia Fiber Networks/Abovenet (now Zayo), and founded Terrapin Communications, a network consulting firm; he has served on the American Registry of Internet Numbers (ARIN) board since January 2023 . For context on company performance, Cogent’s 2024 total shareholder return (TSR) translated a $100 initial investment to $113.59; the company reported a 2024 net loss of $(204,074) thousand and EBITDA of $122,818 thousand .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UUNET (now Verizon) | Engineering/Operations roles | — | Senior engineering/operations experience |
| Sprint | Engineering/Operations roles | — | Senior engineering/operations experience |
| Digex/Intermedia | Engineering/Operations roles | — | Senior engineering/operations experience |
| Metromedia Fiber Networks/Abovenet (now Zayo) | Senior Vice President of Engineering and Operations | — | Led network engineering and operations |
| Terrapin Communications | President | — | Network consulting and technical strategy development (clients included GPX, Airband, Switch and Data) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Registry of Internet Numbers (ARIN) | Board member | 2023–present | Industry governance role |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 233,926 | 243,283 | 251,798 |
| Target bonus % | n/a – not eligible for annual cash bonus | n/a – not eligible for annual cash bonus | n/a – not eligible for annual cash bonus |
| Actual bonus paid ($) | 0 | 0 | 0 |
| All other compensation ($) | 5,176 | 2,002 | 6,100 |
| Total ($) | 1,111,142 | 938,165 | 1,540,548 |
Notes
- Except for the CEO and CRO, Cogent does not provide annual cash incentive awards to executive officers; other NEOs (including Mr. Kilmer) are not eligible for cash bonuses .
Performance Compensation
Long‑Term Equity Grants and Vesting (Key Grants)
| Award type | Grant context | Shares | Vesting mechanics |
|---|---|---|---|
| Time‑based RS (annual grant to other NEOs in 2024) | 2024 LTI | 9,600 | Vests in equal quarterly installments on Mar 1, Jun 1, Sep 1, and Dec 1, 2027 |
| Performance‑based RS (2024) | 2024 LTI | 2,400 | Eligible to vest on Dec 1, 2027 based on customer satisfaction goals (Board‑evaluated) over Apr 1, 2024–Nov 1, 2027 |
| Retention RS (granted Jan 3, 2024) | Retention award | 5,000 | Vests in full on Jan 3, 2027, contingent on continued employment through vesting date |
Historical performance payout reference (for 2020 grants to executive officers other than CEO): The Board determined the customer satisfaction goals were met based on a Net Promoter Score of 62 in 2024 (vs. telecom industry ~25–30), and paid 100% of those performance‑based awards .
2024 Stock Vested
| Metric | 2024 |
|---|---|
| Shares vested (stock awards) | 12,000 |
| Value realized on vesting ($) | 893,112 |
Performance Plan Details (non‑CEO NEOs, including Kilmer)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Customer satisfaction (NPS) | Not disclosed | Not disclosed | Board‑evaluated; 2020 cohort reference: NPS 62 (2024) | 100% for 2020 cohort; 2024 cohort eligibility in 2027 | Dec 1, 2027 (for 2024 PSRs) |
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | 43,400 shares; <1% of class |
| Vested vs. unvested | As of 2/28/2025, 43,400 shares in his line are not yet vested (includes performance shares with voting rights) |
| Options (exercisable/unexercisable) | Not disclosed; equity awards are in restricted stock (time‑ and performance‑based) |
| Shares pledged as collateral | No pledging disclosed for Mr. Kilmer; company policy prohibits non‑recourse pledging and hedging, allows full‑recourse pledging only with Audit Committee review and Board ratification |
| Stock ownership guidelines | Policy applies to CEO and directors; no stated ownership multiple for other executive officers |
Unvested Awards at 12/31/2024 (FYE Market Value Uses $77.07)
| Category | Shares | FYE market value ($) |
|---|---|---|
| Time‑based RS (aggregate) | 33,800 | 2,604,966 (sum) |
| Performance‑based RS (unearned; aggregate) | 7,200 | 554,904 (sum) |
| Total unvested | 41,000 | 3,159,870 (sum) |
Valuation uses closing price at 12/31/2024 of $77.07 . Totals calculated from the Outstanding Equity Awards table .
Vesting Calendar (Forward Supply Considerations)
| Year | Time‑based shares (schedule) | Performance‑based shares (schedule) | One‑time retention |
|---|---|---|---|
| 2025 | 9,600 (2,400 quarterly on Mar 1, Jun 1, Sep 1, Dec 1) | Up to 2,400 on Dec 1 (subject to performance) | — |
| 2026 | 9,600 (2,400 quarterly on Mar 1, Jun 1, Sep 1, Dec 1) | Up to 2,400 on Dec 1 (subject to performance) | — |
| 2027 | 9,600 (2,400 quarterly on Mar 1, Jun 1, Sep 1, Dec 1) | Up to 2,400 on Dec 1 (subject to performance) | 5,000 on Jan 3 (retention) |
Company disclosed “customary annual grants” to NEOs on Jan 9, 2025; specifics for Mr. Kilmer were not itemized in the 8‑K .
Employment Terms
| Provision | Summary |
|---|---|
| Severance (without cause / good reason) | Three months’ salary; continuation of benefits for six months; continued vesting of restricted stock during severance period |
| Change in control (CIC) | For NEOs other than CEO: all unvested time‑based and performance‑based restricted stock vests upon a CIC (even if not accompanied by termination); in a CIC resulting in termination without cause or resignation for good reason, 100% of then‑restricted stock vests immediately and severance is paid lump sum |
| Value cap on CIC acceleration | Immediate vesting value upon a CIC capped at three times annual compensation |
| Definition of “Good Reason” | Includes substantial adverse change in responsibilities, reduction in salary, or relocation of principal place of employment outside Washington, DC area (for Messrs. Weed, Chang, and Kilmer) |
| Clawback policy | Adopted Oct 2, 2023; requires recovery of erroneously awarded incentive‑based compensation following restatements per Nasdaq Rule 10D‑1 |
| Hedging/pledging | Hedging and non‑recourse pledging prohibited; full‑recourse pledging permitted only with Audit Committee approval and full Board ratification |
Investment Implications
- Pay mix and alignment: Kilmer’s compensation is heavily equity‑based with no annual cash bonus eligibility; 2024 compensation comprised salary and restricted stock, with performance‑based RS tied to customer satisfaction metrics and time‑based and retention grants creating strong tenure‑based alignment .
- Near‑term supply from vesting: A predictable quarterly vesting cadence (9,600 time‑based shares each year through 2027) plus potential performance‑based vesting and a 5,000‑share retention cliff in January 2027 could create periodic selling needs (e.g., for tax withholding), implying modest, calendar‑driven insider supply rather than discretionary selling pressure .
- Retention risk tempered but not eliminated: Severance provides three months’ salary and continued equity vesting during severance; equity vests on CIC (subject to a 3× comp cap), mitigating change‑of‑control flight risk but also potentially pulling forward equity value in a transaction scenario .
- Governance risk controls: Cogent has a compliant clawback, prohibits hedging and non‑recourse pledging, and restricts full‑recourse pledging—no pledging is disclosed for Kilmer; stock ownership requirements apply to the CEO and directors, not other executives, so alignment for Kilmer primarily comes via ongoing RS grants .
- Performance linkage quality: For non‑CEO NEOs, the 2024 performance equity uses customer satisfaction (NPS) measured over a multi‑year window, which is strategically relevant for service quality but is less directly tied to financial outcomes than EBITDA/FCF; historically, the Board certified 100% payout for the 2020 cohort based on a strong NPS of 62, indicating a high bar was met .
Disclosures indicate continued annual NEO awards and substantial unvested equity through 2027; investors should monitor Form 4s around quarterly vesting dates and year‑end performance determinations for incremental signals on insider flows and performance realization.
Citations: Executive bio; Pay vs. Performance (TSR, Net Income, EBITDA); Summary Compensation Table; Compensation practices (no bonuses for non‑CEO/CRO); 2024 equity awards and performance metric (NPS); 8‑K retention grants and terms; Vesting footnotes and 2024 stock vested; Outstanding Equity Awards at FYE 2024 (counts and valuation basis $77.07); Beneficial ownership table and unvested status; Employment agreement (severance/CIC terms); Good Reason definition; Clawback and hedging/pledging policies; Stock ownership policy (CEO/Board); 2025 8‑K noting customary annual grants.