Paul de Sa
COGENT COMMUNICATIONS HOLDINGSAbout Paul de Sa
Independent director since December 2021 (age 53). Co‑founder and partner at Quadra Partners (telecom advisory, founded 2017); prior FCC Chief of the Office of Strategic Planning (2009–2012; 2016–2017), Senior Analyst at Bernstein Research (2012–2016), and Partner at McKinsey (Washington, D.C. and Seoul). Education includes a doctorate in theoretical physics (Oxford) and B.A. (Cambridge); John F. Kennedy Memorial Scholar at MIT and post‑doctoral fellow at Harvard in technology policy . The Board has determined all nominees other than the CEO are independent, which includes de Sa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Federal Communications Commission (FCC) | Chief, Office of Strategic Planning | 2009–2012; 2016–2017 | Transaction reviews; spectrum and broadband policy |
| Bernstein Research | Senior Analyst | 2012–2016 | Telecom equity research |
| McKinsey & Company | Partner | Pre‑2009 (years not specified) | Communications and private‑equity clients; Washington, D.C. and Seoul offices |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quadra Partners | Co‑founder & Partner | 2017–present | Telecom advisory firm |
| Coalition for Green Capital | Director | 2018–2023 | Non‑profit focused on green bank institutions |
Board Governance
- Current committee memberships: Compensation Committee member (2024; committee held three formal meetings) .
- Expected post‑meeting change: anticipated to replace Blake Bath as Chair and member of the Nominating & Corporate Governance Committee after the May 7, 2025 Annual Meeting .
- Audit Committee: not a member (current members: Ferguson, Brooks, Kennedy) .
- Attendance: Board met seven times in 2024; each director attended at least 75% of Board and relevant committee meetings; all current directors attended the 2024 Annual Meeting .
- Independence: Board determined all nominees other than the CEO are independent .
- Lead Independent Director: Marc Montagner (since Feb 2020) with defined responsibilities for agendas, executive sessions, and shareholder liaison .
Fixed Compensation (Non‑Employee Director)
| Component | Amount (2024) | Details |
|---|---|---|
| Equity retainer (fully‑vested common stock) | $396,009 | Issued quarterly; framework is $400,000 per year in fully‑vested shares; number of shares per quarter = $400,000 ÷ prior quarter average closing price ÷ 4 |
| Meeting fees (Board, in-person) | $4,000 | $1,000 per in‑person Board meeting |
| Total | $400,009 | 2024 Director Compensation Table (de Sa) |
Performance Compensation (Director)
| Metric/Provision | Disclosure | Notes |
|---|---|---|
| Performance‑based metrics | None disclosed for non‑employee directors | Director pay is equity retainer + per‑meeting fees; not tied to operating or TSR metrics |
| Annual director award limit | $640,765 (2024 inflation‑adjusted cap) | Plan caps combined cash + grant date fair value for non‑employee directors; indexed from 2017 |
| Vesting rules | Director awards can vest sooner than employee awards (plan exception) | Employee time‑based awards have minimum multi‑year vest schedules; directors excluded from some minimums |
Implication: De Sa’s compensation is primarily fixed equity retainer, aligning him with shareholder outcomes through ownership, without short‑term performance levers that could bias oversight .
Other Directorships & Interlocks
| Company/Entity | Type | Current/Prior | Notes |
|---|---|---|---|
| Public company boards | — | None disclosed | Proxy biography does not list any current public company boards beyond CCOI |
| Non‑profit | Coalition for Green Capital | Prior | Director 2018–2023 |
| Compensation Committee interlocks | None | 2024 disclosure | No interlocks or insider participation among Compensation Committee members in 2024; no >$120k transactions by committee members |
Expertise & Qualifications
- Regulatory and legal: FCC strategic planning, telecom policy; legal/regulatory competency highlighted in Board skill matrix .
- Telecom/Internet industry: Extensive domain experience (FCC, Bernstein, McKinsey; Quadra Partners) .
- Corporate governance/ESG: Skills table shows governance/ethics and ESG; prior non‑profit green finance work .
- Strategy/finance: Strategic planning/oversight; corporate finance experience cited .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Paul de Sa | 17,799 | * (less than 1%) |
- Ownership guidelines: Company maintains stock ownership guidelines for CEO and Board; individual compliance status for de Sa not disclosed .
- Pledging/hedging: Company prohibits hedging and limits pledging; no pledging disclosures for de Sa (policy overview provided; CEO pledging discussed separately) .
Governance Assessment
- Committee roles and effectiveness: De Sa sits on Compensation and is slated to chair Nominating & Governance—positions central to pay structures, board refresh, and director qualifications; 2024 committee cadence (Comp: 3 meetings; Nominating: 2) supports engagement .
- Independence and attendance: Board independence confirmed; attendance thresholds met; participation in Annual Meeting indicates engagement .
- Compensation alignment: Director equity retainer paid in stock establishes direct exposure to share performance without short‑term targets; plan caps and vesting safeguards constrain excessive awards .
- Conflicts and related‑party exposure: No related‑party transactions disclosed for de Sa; Audit Committee reviews related‑party leases with entities owned by CEO and found terms favorable; Compensation Committee interlock risks expressly absent in 2024 .
- Shareholder signals: Strong Say‑on‑Pay approval in 2024 (FOR 40,789,535; AGAINST 1,752,428; ABSTAIN 324,389; 2,279,763 broker non‑votes), reflecting support for compensation governance under committees de Sa participates in .
RED FLAGS
- None disclosed specific to de Sa: no Section 16 delinquency noted (issues were for other directors), no pledging disclosures, no related‑party transactions, and no compensation interlocks .
Contextual Board Items
- Board met seven times; independent directors met seven times; Lead Independent Director responsibilities codified; CEO/Chair dual role offset by lead independent structure and independent committees .
Overall signal: De Sa brings deep regulatory/telecom expertise and is positioned to influence board composition and pay structures as Nominating Chair and Compensation member, with independent status and equity‑based director pay supporting alignment with investors. No direct conflicts or attendance concerns disclosed .