Sheryl Kennedy
COGENT COMMUNICATIONS HOLDINGSAbout Sheryl Kennedy
Sheryl Kennedy (age 70) has served as an independent director of Cogent Communications Holdings, Inc. since November 2019. She is a former Deputy Governor of the Bank of Canada and chaired the BIS Markets Committee (2003–2006), with deep credentials in risk oversight, regulation, and financial system management; she holds degrees from the University of Waterloo and Harvard University . At Cogent, she is designated an “audit committee financial expert,” underscoring her technical financial oversight capabilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Promontory Financial Group Canada (an IBM Company) | CEO; later Non-Executive Chair | CEO 2009–2018; Non-Exec Chair 2019 | Led Canadian advisory franchise; 2019 Chair role during IBM ownership transition |
| Bank of Canada | Deputy Governor | 1994–2008 | Senior monetary/financial system oversight; chaired BIS Markets Committee 2003–2006 |
| Bank for International Settlements (BIS) | Chair, Markets Committee | 2003–2006 | Set global central-bank markets agenda |
| Scotiabank | Senior Advisor, International Strategy | 2006 | International expansion strategy |
| Government of Canada (Dept. of Finance); Canadian Embassy (Paris) | Finance official; Finance Counsellor | Prior to BoC tenure | International finance/diplomacy roles |
| University of Waterloo | Governor; Committee Chair | 2017–2023 | Chaired Pension Investment Committee; member Finance & Investment; chaired Responsible Investing Advisory Group; member Task Force on Social Responsibility in Investing |
| Anglican Church of Canada | Trustee, General Synod Pension Plan | Not disclosed | Pension governance |
External Roles
| Organization | Role | Committee Assignments |
|---|---|---|
| Private Debt Partners, Inc. | Director | Audit, Finance & Risk Committee |
| CLS Group Holdings AG | Director | Chair of Nominating & Governance; member of Audit & Finance and Chairs Committees |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all nominees other than CEO Dave Schaeffer are independent; Kennedy is independent . |
| Committees (CCOI) | Audit Committee member; Nominating & Corporate Governance Committee member . |
| Financial Expert | Board determined Kennedy qualifies as an “audit committee financial expert” . |
| Committee Oversight Scope | Audit Committee responsibilities include auditor oversight, internal controls, data security/privacy, and environmental & sustainability risk oversight . |
| Board/Committee Attendance | In 2024, the Board met 7 times; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting . |
| Independent Leadership | Lead Independent Director: Marc Montagner (since Feb 2020), with authority over agendas, executive sessions, and shareholder liaison duties . |
| Say-on-Pay Result (2024) | For: 40,789,535; Against: 1,752,428; Abstain: 324,389; Broker non-votes: 2,279,763 (≈96% support) . |
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Amount (Kennedy) |
|---|---|---|
| Equity retainer (fully-vested stock) | $400,000 per year, issued quarterly in arrears; share count based on average closing price of prior quarter . | $396,009 (grant date fair value) . |
| Meeting fees | $1,000 per in-person Board meeting . | $4,000 . |
| Other | Travel reimbursement . | — |
Notes:
- Non-employee director annual award is subject to a director limit under the equity plan ($500,000 indexed to inflation; $640,765 limit for 2024) . Kennedy’s equity value of ~$396k is within the cap .
Performance Compensation (Director)
- None disclosed for non-employee directors. Cogent compensates directors with fully‑vested stock and per‑meeting fees; no director performance metrics or options/PSUs are disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed; current roles at Private Debt Partners, Inc. and CLS Group Holdings AG (not disclosed as U.S. public companies) . |
| Compensation Committee interlocks (CCOI, 2024 disclosure) | Company discloses no compensation committee interlocks or insider participation; none of the Compensation Committee members were officers/employees; no cross-board interlocks with management . |
Expertise & Qualifications
- Audit/Financial Oversight: Designated audit committee financial expert; prior Deputy Governor of the Bank of Canada; chaired BIS Markets Committee .
- Regulatory/Risk: Extensive central bank and regulatory experience; governance roles with pension plans and responsible investing initiatives .
- Education: University of Waterloo; Harvard University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Sheryl Kennedy | 11,572 | <1% | As of Feb 28, 2025; no pledging disclosed for Kennedy in footnotes . |
| Board/CEO Ownership Policy | Stock ownership policy applies to CEO and Board (must accumulate and maintain shares per guidelines) . | — | Policy exists; specific multiples not disclosed . |
Governance Assessment
- Board effectiveness and independence: Kennedy strengthens audit rigor as a designated financial expert and serves on both Audit and Nominating & Governance, with the Audit Committee overseeing cybersecurity and sustainability risks—areas material to Cogent’s operations and reputation .
- Alignment/engagement signals: Director pay is predominantly equity and fully vested, with modest meeting fees, and within the shareholder‑approved director cap. 2024 Say‑on‑Pay support was ~96%, indicating broad investor acceptance of the compensation framework and oversight approach .
- Conflict oversight and red flags: Related‑party leases with entities owned by the CEO (HQ and Herndon facilities) are reviewed/approved by the Audit Committee; ~$3.3M was paid in 2024 for rent and related costs. Separately, CEO share pledging stood at 2,713,000 shares as of March 1, 2025 (5.5% of fully diluted shares; ~60% of his holdings), above policy “targets,” with the Audit Committee continuing quarterly oversight. These constitute governance risk factors the Audit Committee (on which Kennedy serves) actively monitors .