Mark Harris

About Mark Harris

Mark Andrew Harris is Vice President of Global Sales and Chief Revenue Officer (CRO) at Cogent Communications Holdings, Inc. (CCOI), effective September 2, 2025, following the retirement of prior CRO James Bubeck . Age 61, Harris joined Cogent in 2023 via the acquisition of Sprint Communications from T-Mobile, initially serving as Vice President of European Sales; he had been part of the Sprint business since April 2003 in various sales capacities . His role centers on global sales execution and revenue generation for Cogent’s expanding portfolio, including optical wavelength and transport services added through the Sprint long-haul network integration .

Past Roles

Fixed Compensation

• No specific 2025 base salary or cash bonus target for Harris has been disclosed in SEC filings as of the latest quarter; his appointment was disclosed without compensatory terms .
• Historical CRO role cash compensation structure (Bubeck) indicates a monthly commission plan tied to revenue, with a $146,880 annual target and payout based on company-wide and regional revenue attainment; actual payouts were $167,084 (2023) and $258,691 (2024), reflecting overachievement of targets .

Performance Compensation

• CRO sales commission mechanics (role-based precedent): monthly commission tied to company-wide and regional revenue; company-wide constitutes ~84% of target; example target of $12,240/month with proportional scaling (floor/ceiling mechanics) .
• Executive equity design for non-CEO NEOs: time-based RS plus performance-based RS that vest no earlier than three years; 2024 performance-based RS for NEOs (including then-CRO) were tied to customer satisfaction goals (Net Promoter Score) measured April 1, 2024 – Nov 1, 2027, vesting Dec 1, 2027 .
• 2025 grants to NEOs (ex-CEO) comprised time-based RS (vesting 2028) and performance-based RS eligible to vest based on performance through 2028; specific 2025 metrics for non-CEO awards were not detailed in the proxy beyond the structure .

Equity Ownership & Alignment

• Initial beneficial ownership at appointment: Form 3 (filed Sep 3, 2025) reports 4,500 common shares (Direct), including 500 restricted shares vesting in two equal installments on May 1, 2026 and Nov 1, 2026, and 3,500 restricted shares vesting in seven equal installments on each of May 1 and Nov 1 through Nov 1, 2028 .

Additional alignment policies:

• Hedging/pledging policy: Employees and directors are prohibited from hedging and from pledging on a non-recourse basis; full-recourse pledges require Audit Committee approval and Board ratification under stringent limits (generally ≤50% of holder’s shares and ≤5% of outstanding) .
• Stock ownership guidelines: Formal guidelines apply to CEO (10x annual cash or $3M minimum) and directors; no specific disclosure of executive (non-CEO) officer ownership guidelines .

Employment Terms

• Appointment/tenure: Harris became VP Global Sales & CRO effective upon Bubeck’s retirement on September 2, 2025 .
• Compensatory arrangements: No new employment agreement, severance, or change-in-control terms for Harris have been disclosed to date in the 8-K announcing his appointment .
• Context from predecessor and peers (company precedent): Prior CRO (Bubeck) had no employment agreement; his equity awards accelerated upon death, disability, retirement or change-in-control, subject to a cap of 3x annual compensation for immediate vesting on a CI . For other NEOs, employment agreements provide severance and equity provisions; CEO’s equity is double-trigger on change-in-control .

Performance & Track Record (Company Context)

• Wavelength services expansion post-Sprint: Cogent reported wavelength revenue growth as it ramped optical wave and transport offerings on the integrated long-haul fiber network.

• Five-year TSR context (indexed to $100 at 12/31/2019):

Notes: Harris’s tenure as CRO began in Sep 2025; the TSR and wavelength metrics provide directional context for the operating backdrop and growth vectors relevant to his remit .

Compensation Committee Analysis (Governance Context)

• Committee composition and independence: The Compensation Committee comprises independent directors; in 2025, members were Marc Montagner (Chair), Deneen Howell, and Paul de Sa .
• Use of independent consultant: Compensia served as independent advisor to the committee, assisting with peer group and pay analysis; the committee assessed Compensia’s independence and found no conflicts .
• Pay-for-performance program: Emphasis on multi-year vesting and performance-based equity; clawback policy effective Oct 2, 2023 covering cash and equity incentive-based compensation following any material restatement .

Compensation Structure Signals

• Shift in non-CEO NEO plans: Continued use of long-dated equity (time-based + performance-based) and customer satisfaction metrics for vesting (2024 grants), with 2025 awards structured to vest in 2028 based on multi-year performance .
• CRO plan emphasizes top-line growth: The role’s commission plan directly ties pay to revenue attainment—aligning incentives to near-term sales execution (historical plan for the CRO role) .

Related Party Transactions (Company-level governance)

• Leases with entities owned by CEO: Headquarters and Northern Virginia leases with Sodium LLC, Thorium LLC, and Germanium LLC (entities owned by CEO) were reviewed/approved by the Audit Committee; leases are cancelable by the company on 60 days’ notice and were represented as arm’s-length .

Say-on-Pay & Shareholder Feedback

• Say-on-Pay support: Approximately 96% approval at the 2024 Annual Meeting; vote counts noted (FOR 40,789,535; AGAINST 1,752,428; ABSTAIN 324,389; broker non-votes 2,279,763) .
• 2023 Say-on-Pay support: Approximately 94% approval .

Investment Implications

• Alignment and incentives: Harris’s CRO role historically carries a direct line-of-sight commission tied to revenue, complementing Cogent’s emphasis on long-term equity for senior leaders—this supports near-term growth accountability and longer-term value creation .
• Retention and vesting-driven supply: Harris’s current holdings are modest (4,500 shares) with relatively small scheduled vestings (500 in 2026; 3,500 over 2026–2028), suggesting limited insider selling pressure tied to his personal equity over the next 24–36 months .
• Execution risk and domain strength: With two decades in Sprint’s sales ecosystem and subsequent leadership of Cogent’s European sales post-acquisition, Harris brings continuity to the expanded optical wave/transport opportunity—a key growth area as wavelength revenue scaled from $12.2M (9M’24) to $26.4M (9M’25) .
• Governance and safeguards: Strong committee independence, a clawback policy, and stringent hedging/pledging restrictions reduce compensation-related governance risk; however, related-party leases with the CEO require ongoing Audit Committee oversight to mitigate perceived conflicts .

Monitoring priorities: any subsequent 8-K 5.02 disclosing Harris-specific compensatory arrangements; Form 4 activity post-Form 3; KPI disclosures for CRO plan calibration in 2026; and progress of optical wavelength sales against integration milestones .