Marc Montagner
COGENT COMMUNICATIONS HOLDINGSAbout Marc Montagner
Marc Montagner, age 63, is Cogent’s Lead Independent Director (since February 2020) and has served on the Board since April 2010. He is currently Chief Financial Officer at SBA Communications (publicly traded), effective January 1, 2024. Prior roles span CFO and senior strategy/M&A positions across telecom and TMT banking, with deep operational and financial expertise. The Board has determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerence Inc. | Chief Financial Officer | Apr 2022–May 2022 | Executive finance leadership |
| Endurance International Group | Chief Financial Officer | 2015–2021 | Executive finance leadership |
| LightSquared | Chief Financial Officer; EVP Strategy, Development & Distribution | CFO: 2012–Aug 2015; EVP: from Feb 2009 | Operational/strategic finance; distribution |
| Banc of America Securities | Managing Director & Co-Head, Global TMT M&A | Prior to 2006 | Led TMT M&A group |
| Sprint Nextel / Nextel Communications | Senior VP, Corporate Development & M&A | Until Aug 2006 | Led corporate development/M&A |
| Morgan Stanley | Managing Director, Media & Telecom Group | Prior to 2002 | Investment banking leadership |
| France Télécom (Orange) | Head of Corporate Development, North America | Prior to Morgan Stanley | Corporate development leadership |
External Roles
| Company | Role | Period | Committees/Notes |
|---|---|---|---|
| SBA Communications (SBAC) | Chief Financial Officer | Jan 1, 2024–present | Executive role; publicly traded owner/operator of wireless infrastructure |
| Intelsat | Director; Audit Committee Chair | Feb 2022–Mar 2024 | Chaired Audit Committee |
Board Governance
- Lead Independent Director responsibilities include presiding over meetings without the Chair/CEO, approving Board agendas, liaising between independent directors and the CEO/Chair, leading shareholder engagement, calling executive sessions, advising on information quality, recommending advisers, ensuring CEO succession planning, and implementing governance principles.
- Committees (as of Mar 1, 2025): Chair, Compensation Committee; member composition is all independent directors (Montagner (Chair), Deneen Howell, Paul de Sa). Audit: Ferguson (Chair), Brooks, Kennedy; Nominating & Governance: Bath (Chair), Howard, Ferguson, with de Sa expected to replace Bath post-Annual Meeting.
- Attendance: The Board met 7 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 7 times.
- Independence: All nominees other than CEO Dave Schaeffer are independent; Montagner is independent.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Stock awards (fully-vested shares issued quarterly) | $396,009 | $400,000 annual retainer paid in stock; value shown uses quarter-end closing prices |
| Board meeting fees (in-person) | $3,000 | $1,000 per in-person meeting |
| Total | $399,009 | Travel expenses reimbursed (not itemized) |
- Plan limits: Non-employee director total annual awards capped at $500,000 indexed from 2017; the inflation-adjusted cap was $640,765 for 2024.
Performance Compensation
| Performance-linked components | Metrics | Terms |
|---|---|---|
| None disclosed for directors | — | Director equity was fully vested; no performance metrics applied to director pay in 2024. |
Other Directorships & Interlocks
| Entity | Relationship to CCOI | Governance/Conflict Notes |
|---|---|---|
| SBA Communications (SBAC) | External employer (CFO role) | Executive role at a telecom infrastructure company; independence at CCOI preserved; monitor time commitments and potential indirect ecosystem overlaps (no related-party transactions disclosed). |
| Intelsat | Former external board | Prior Audit Committee chair; no current interlock; tenure Feb 2022–Mar 2024. |
- Compensation Committee independence/interlocks: In 2024 the Compensation Committee (Montagner (Chair), de Sa, Howell) had no members who were officers/employees; no >$120,000 transactions; no committee interlocks with other entities.
Expertise & Qualifications
- Financial, accounting, M&A, telecom/internet industry, corporate governance/ethics, legal/regulatory, HR/compensation, executive experience, operations, strategic planning; Board skill matrix identifies Montagner’s strengths across these dimensions.
- Extensive CFO and TMT investment banking background; senior corporate development roles at Sprint/Nextel, Morgan Stanley, France Télécom.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Marc Montagner | 83,849 | <1% | As of Feb 28, 2025 per beneficial ownership table |
- Director stock ownership guidelines: Directors must own 10,000 shares; as of Mar 1, 2025 all individuals subject to the policy satisfied the requirement.
- Hedging/derivatives prohibited; pledging only allowed with full recourse and Audit Committee approval; no pledging disclosed for Montagner.
Governance Assessment
- Board effectiveness: As Lead Independent Director and Compensation Committee Chair, Montagner anchors independent oversight, agenda-setting, executive sessions, and CEO succession planning—core mechanisms that mitigate the combined CEO/Chair structure. Attendance standards and independent-only committee compositions reinforce governance quality.
- Pay oversight signals: The Compensation Committee engages independent advisor Compensia and affirmed independence (no conflicts). Strong say‑on‑pay support in 2024 (FOR: 40,789,535; AGAINST: 1,752,428; ABSTAIN: 324,389; 2,279,763 broker non‑votes) indicates investor alignment with compensation structures under Montagner’s chairmanship.
- Alignment: Director compensation is equity-heavy and fully vested quarterly, creating direct exposure to share performance; stock ownership guidelines are met.
- Conflicts/related-party exposure: No related‑party transactions involving Montagner disclosed; related‑party leases are with entities controlled by the CEO and were reviewed/approved by the Audit Committee.
- Risk indicators: No Section 16 delinquency noted for Montagner; companywide clawback policy adopted (effective Oct 2, 2023); hedging prohibited; pledging tightly controlled.
Overall, Montagner’s dual role as Lead Independent Director and Compensation Chair, combined with deep finance/M&A/telecom credentials and strong independence posture, supports investor confidence. Key watchpoints are time commitments given his CFO role at SBA Communications and continued rigor in performance metric selection and shareholder engagement under evolving compensation frameworks.