Steven Brooks
COGENT COMMUNICATIONS HOLDINGSAbout Steven D. Brooks
Independent director of Cogent Communications Holdings, Inc. since October 2003; age 73. Background spans investment banking and private equity leadership, including managing partner roles and head of global technology banking; currently a private investor. Designated an Audit Committee financial expert and serves on the Audit Committee; classified as independent under Nasdaq rules. Tenure provides deep historical perspective and capital markets expertise relevant to Cogent’s audit oversight and strategic decisions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BCP Capital Management | Managing Partner | 1999–2009 | Private equity leadership; technology and M&A focus |
| Donaldson, Lufkin & Jenrette | Head of Technology M&A | 1997–1999 | Led industry M&A practice; public markets experience |
| Union Bank of Switzerland | Head of Global Technology Banking | Not disclosed | Global coverage; corporate finance expertise |
| Robertson Stephens | Managing Partner, Corporate Finance | Not disclosed | Technology corporate finance leadership |
| Alex Brown & Sons | Founder & Managing Partner, West Coast Tech IB | Not disclosed | Built West Coast tech banking franchise |
| Rainwater, Inc. | Principal | Not disclosed | Private equity investing |
External Roles
No current public company directorships disclosed in the proxy for Brooks; described as a private investor .
Board Governance
- Committee assignments: Audit Committee member (Audit Chair: Lewis Ferguson; members: Steven Brooks, Sheryl Kennedy). Compensation Committee: Montagner (Chair), Howell, de Sa. Nominating & Corporate Governance: Bath (Chair), Howard, Ferguson; de Sa expected to replace Bath as Chair post-annual meeting .
- Independence: Board determined all nominees other than CEO Dave Schaeffer are independent; Brooks is independent .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all current directors attended the 2024 annual meeting .
- Engagement: Direct email for stockholder outreach provided ([email protected]) .
- Skills matrix: Board qualifications list Brooks for public board experience, financial, accounting, corporate governance/ethics, legal/regulatory, strategic planning, technology, M&A, telecom/internet industry .
Fixed Compensation (Director)
| Component | Amount/Structure | 2024 Value (Brooks) |
|---|---|---|
| Equity retainer | $400,000 in fully-vested common stock, issued quarterly in arrears; shares per quarter set by dividing $400,000 by prior-quarter average closing price, then by 4 | $396,009 (grant date fair value) |
| Meeting fees | $1,000 per in-person Board meeting | $4,000 |
| Travel reimbursement | Reimbursed | Included |
| Annual director award cap | Non-employee director total (cash + equity) capped at $500,000, inflation-adjusted; 2024 limit = $640,765 | Within cap |
Total 2024 director compensation for Brooks: $400,009 ($396,009 stock; $4,000 cash) .
Performance Compensation (Director)
Cogent’s director pay is not performance-based; equity grants are fully-vested and delivered as stock retainer. Minimum vesting and performance conditions in the incentive plan do not apply to non-employee director awards; quarterly stock retainer structure used instead .
| Performance Metric | Applicable to Directors? | Notes |
|---|---|---|
| TSR/EBITDA/FCF targets | No | Director equity awards are retainer-based and fully-vested |
| Vesting schedule constraints | Not applied to non-employee directors | Plan expressly carves out directors from minimum vesting schedule |
Other Directorships & Interlocks
- Current public company board service for Brooks: not disclosed .
- Related interlocks: none disclosed for Brooks; CEO-related party leases reviewed by Audit Committee (headquarters, Herndon facilities) are with entities owned by CEO Dave Schaeffer, not Brooks .
Expertise & Qualifications
- Audit Committee financial expert designation; contributes to oversight of financial reporting, auditor independence, and internal controls .
- Extensive technology M&A and corporate finance background, beneficial for Sprint network integration oversight and capital allocation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven Brooks | 42,700 | ~0.086% (42,700 / 49,380,408) | Less than 1% as noted by proxy; no pledging disclosure for Brooks |
- Vested vs unvested: Proxy does not break out Brooks’ vested vs unvested holdings; table shows only total beneficial ownership (less than 1%) .
- Pledging/Hedging: Company prohibits hedging and non-recourse pledging; any full-recourse pledging requires Audit Committee approval. No Brooks-specific pledging disclosed; pledging discussion pertains to CEO .
Governance Assessment
- Board effectiveness: Brooks’ long tenure (~21+ years since 2003) offers institutional knowledge; his Audit Committee financial expert status strengthens audit oversight. Independence and attendance thresholds met; presence on Audit Committee aligns with his finance background .
- Alignment: Director compensation is delivered almost entirely in stock, promoting ownership alignment; annual cap and plan guards (no repricing, shareholder approval for material changes) are shareholder-friendly .
- Conflicts: No related-party transactions disclosed involving Brooks; CEO real estate leases are overseen by the Audit Committee with cancellable terms and benchmarked comparables, reducing conflict risk to the board overall .
- Attendance/engagement: Meets minimum attendance; direct stockholder contact channel published, supporting transparency .
Risk indicators and RED FLAGS
- Late Section 16 filing: Proxy notes one late Form 4 for Brooks (a gift) filed April 2, 2024; isolated administrative lapse but worth monitoring for repeat issues .
- Entrenchment risk: Very long tenure can raise independence perceptions; balanced by explicit independence determination and ongoing committee contributions .
- Pledging/related-party: No Brooks-specific pledging or related-party transactions disclosed; company-level policies restrict hedging/pledging and require Audit Committee review of related-party items .
Signals for investors
- Audit Committee leadership and expert designation suggests robust financial governance; Brooks’ capital markets and M&A background is additive amid Sprint asset integration and monetization .
- Director equity-only compensation enhances skin-in-the-game; ownership is modest in percent terms, typical for independent directors .
Appendix: Audit Committee Report Signatories
Audit Committee report signed by Lewis Ferguson (Chair), Steven Brooks, Sheryl Kennedy, affirming review of 2024 audited financials and auditor independence .