Lewis Ferguson
COGENT COMMUNICATIONS HOLDINGSAbout Lewis H. Ferguson III
Independent director since October 2018; age 80. Ferguson is an attorney and former PCAOB Board member (2011–2018), including service as PCAOB General Counsel (2004–2007) and as Vice‑Chair/Chair of IFIAR (2012–2015). He previously was a partner at Williams & Connolly (1979–1993; 1998–2003) and Gibson, Dunn & Crutcher (2007–2011), and has served on several public and private company boards; currently on the board of the Strathmore Hall Foundation. The Board classifies him as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Company Accounting Oversight Board (PCAOB) | Board Member | 2011–2018 | Oversight of audit quality; international coordination via IFIAR |
| International Forum of Independent Audit Regulators (IFIAR) | Vice‑Chair and Chair | 2012–2015 | Led global audit regulator coordination across >50 jurisdictions |
| PCAOB | General Counsel | 2004–2007 | Built inaugural legal framework and governance for PCAOB |
| Williams & Connolly LLP | Partner | 1979–1993; 1998–2003 | Complex corporate, regulatory and litigation experience |
| Gibson, Dunn & Crutcher LLP | Partner | 2007–2011 | Corporate governance, finance and regulatory advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strathmore Hall Foundation | Director | Ongoing | Non‑profit supporting visual and performing arts |
| Wright Medical Technologies | Director | 1994–1997 | Public company board experience |
| Cogent Communications Group, Inc. (predecessor) | Director | 2007–2009 | Prior affiliation with Cogent predecessor |
Board Governance
- Committee assignments: Audit Committee Chair; member Nominating & Corporate Governance Committee .
- Audit Committee engagement: Conducted regular calls with EY’s lead partner and periodic calls with information security personnel; committee met 4 times in 2024 .
- Independence and attendance: Board met 7 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting . Board determined all nominees other than the CEO are independent .
- Skills/qualifications: Identified in the Board’s skills matrix for Accounting, Corporate Governance/Ethics, Legal/Regulatory, Public Company Board Experience, Financial, Strategic Planning/Oversight, M&A .
- Audit Committee “financial expert”: Ferguson designated as an audit committee financial expert .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Equity retainer (fully‑vested shares; paid quarterly) | $396,009 | Standard non‑employee director stock award structure |
| Meeting fees (in‑person Board) | $4,000 | $1,000 per in‑person meeting |
| Travel reimbursement | N/A | Standard reimbursement; amount not itemized |
| Total | $400,009 | Cash + stock |
| Annual director award limit (plan cap) | $640,765 | Indexed cap for 2024 under 2017 Plan |
- Structure: Non‑employee directors receive $400,000 in fully‑vested stock issued quarterly in arrears, plus $1,000 per in‑person Board meeting and travel reimbursement .
- Equity plan features: No liberal share recycling; minimum vesting for employees (non‑director awards); dividend equivalents paid only upon vesting; no option repricing without shareholder approval .
Performance Compensation
- No performance‑based director compensation is disclosed; director equity awards are fully‑vested on grant and paid quarterly .
| Performance Component | Metric(s) | 2024 Treatment |
|---|---|---|
| Director performance‑based pay | None | Not utilized for non‑employee directors |
Other Directorships & Interlocks
- Current: Strathmore Hall Foundation (non‑profit) .
- Prior public boards: Wright Medical Technologies (1994–1997); Cogent Communications Group, Inc. predecessor (2007–2009) .
- Potential interlocks with Cogent customers/suppliers/competitors: None disclosed for Ferguson .
Expertise & Qualifications
- Recognized expertise in audit oversight and accounting regulation via PCAOB and IFIAR leadership .
- Legal/regulatory and corporate governance credentials from senior law firm partnerships .
- Board skills matrix flags Accounting, Corporate Governance/Ethics, Legal/Regulatory, Financial, Strategic Oversight, Public Company Board experience, and M&A .
- Audit Committee financial expert designation underscores technical acumen .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 19,608 shares; <1% of class |
| Shares outstanding reference | 49,380,408 shares at record date (for context) |
| Stock ownership guideline | Directors must own 10,000 shares; all in compliance as of Mar 1, 2025 |
| Pledging/hedging | Company policy prohibits hedging and non‑recourse pledging; margin accounts banned; full‑recourse pledges require Audit Committee approval and Board ratification |
- No specific disclosure indicating Ferguson has pledged Cogent shares; beneficial ownership table does not note pledges for Ferguson .
Governance Assessment
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Strengths
- Deep audit oversight credentials; Audit Chair and “financial expert” designation strengthen financial reporting oversight and cybersecurity/data privacy oversight included in committee remit .
- Active engagement with external auditors (EY) and internal risk/security teams; formal Audit Committee report provided .
- Independent status, strong attendance norms, and compliance with director ownership guidelines support alignment .
-
Watch items / RED FLAGS
- Related‑party transactions with entities owned by the CEO (HQ and Herndon facilities) approved by the Audit Committee; while cancellable and claimed market‑based, these require continued scrutiny given Ferguson’s role as Audit Chair and the absence of a formal written related‑party review policy (committee uses an informal process) .
- Broader company pledging policy allows full‑recourse pledging with approvals; although focused on the CEO, ongoing enforcement and monitoring by the Audit Committee is essential to protect market integrity .
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Board effectiveness signals
- Audit Committee also oversees environmental/sustainability and cybersecurity risk—scope beyond financial reporting suggests comprehensive oversight under Ferguson’s chairmanship .
- Transparent stockholder communications (direct emails to directors) and consistent say‑on‑pay approvals (96% in 2024) point to constructive governance culture, though primarily management‑focused .
Overall, Ferguson’s regulatory and audit background materially enhances Cogent’s board oversight of financial reporting and risk, with the primary governance risk centered on monitoring and documenting robust controls around CEO related‑party leases under an informal review framework .