Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | COGENT COMMUNICATIONS HOLDINGS, INC. |
Entity Central Index Key | 0001158324 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure pure in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2022, 2021 and 2020, and our financial performance for each such fiscal year (except for shareholder returns, all figures in 000s): Year Summary Compensation (1) Average Average (1) Value of Initial Fixed $100 Net EBITDA, as (3) Total Peer Group (2) 2022 10,917 1,316 1,263 201 82.81 75.30 5,146 232,868 2021 11,504 18,763 1,040 1,633 106.44 74.68 48,815 227,902 2020 14,111 8,406 1,248 928 100.82 82.21 6,216 213,995 (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: Year PEO Non-PEO NEOs 2022 Dave Schaeffer Thaddeus Weed, Sean Wallace, James Bubeck, John Chang and Henry Kilmer 2021 Dave Schaeffer Sean Wallace, James Bubeck, Brad Kummer, John Chang and Timothy O’Neill 2020 Dave Schaeffer Sean Wallace, Thaddeus Weed, Jean-Michel Slagmuylder, Timothy O’Neill, James Bubeck and Brad Kummer Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows (all figures in 000s): 2022 2021 2020 Adjustments PEO Average PEO Average PEO Average Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (10,798 ) (999 ) (11,148 ) (746 ) (13,876 ) (936 ) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 8,761 799 12,841 878 11,180 731 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date — — — — — — Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (6,649 ) (436 ) 5,497 212 (1,622 ) (146 ) 2022 2021 2020 Adjustments PEO Average PEO Average PEO Average Increase/deduction for Awards Granted (1,025 ) (180 ) 910 222 659 16 Deduction of ASC 718 Fair Value of Awards — (274 ) (955 ) — (2,146 ) — Increase based on Dividends or Other 98 25 114 27 100 15 Increase based on Incremental Fair Value of — — — — — — Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY — — — — — — Increase for Service Cost and, if applicable, — — — — — — TOTAL ADJUSTMENTS (9,614 ) (1,065 ) 7,259 592 (5,704 ) (320 ) (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of NASDAQ Telecommunications Index (the “Peer Group”). (3) EBITDA, as adjusted for Sprint acquisition costs, is a non-GAAP measure. EBITDA represents net cash flows provided by operating activities plus changes in operating assets and liabilities, cash interest expense and cash income tax expense. EBITDA, as adjusted for Sprint acquisition costs, represents EBITDA plus costs related to the Company’s Sprint Communications acquisition. | ||
Company Selected Measure Name | EBITDA, as adjusted for Sprint acquisition costs | ||
Named Executive Officers, Footnote [Text Block] | (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: Year PEO Non-PEO NEOs 2022 Dave Schaeffer Thaddeus Weed, Sean Wallace, James Bubeck, John Chang and Henry Kilmer 2021 Dave Schaeffer Sean Wallace, James Bubeck, Brad Kummer, John Chang and Timothy O’Neill 2020 Dave Schaeffer Sean Wallace, Thaddeus Weed, Jean-Michel Slagmuylder, Timothy O’Neill, James Bubeck and Brad Kummer | ||
Peer Group Issuers, Footnote [Text Block] | (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of NASDAQ Telecommunications Index (the “Peer Group”). | ||
PEO Total Compensation Amount | $ 10,917,000 | $ 11,504,000 | $ 14,111,000 |
PEO Actually Paid Compensation Amount | $ 1,316,000 | 18,763,000 | 8,406,000 |
Adjustment To PEO Compensation, Footnote [Text Block] | (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: Year PEO Non-PEO NEOs 2022 Dave Schaeffer Thaddeus Weed, Sean Wallace, James Bubeck, John Chang and Henry Kilmer 2021 Dave Schaeffer Sean Wallace, James Bubeck, Brad Kummer, John Chang and Timothy O’Neill 2020 Dave Schaeffer Sean Wallace, Thaddeus Weed, Jean-Michel Slagmuylder, Timothy O’Neill, James Bubeck and Brad Kummer Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows (all figures in 000s): 2022 2021 2020 Adjustments PEO Average PEO Average PEO Average Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (10,798 ) (999 ) (11,148 ) (746 ) (13,876 ) (936 ) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 8,761 799 12,841 878 11,180 731 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date — — — — — — Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (6,649 ) (436 ) 5,497 212 (1,622 ) (146 ) 2022 2021 2020 Adjustments PEO Average PEO Average PEO Average Increase/deduction for Awards Granted (1,025 ) (180 ) 910 222 659 16 Deduction of ASC 718 Fair Value of Awards — (274 ) (955 ) — (2,146 ) — Increase based on Dividends or Other 98 25 114 27 100 15 Increase based on Incremental Fair Value of — — — — — — Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY — — — — — — Increase for Service Cost and, if applicable, — — — — — — TOTAL ADJUSTMENTS (9,614 ) (1,065 ) 7,259 592 (5,704 ) (320 ) | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,263,000 | 1,040,000 | 1,248,000 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 201,000 | 1,633,000 | 928,000 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: Year PEO Non-PEO NEOs 2022 Dave Schaeffer Thaddeus Weed, Sean Wallace, James Bubeck, John Chang and Henry Kilmer 2021 Dave Schaeffer Sean Wallace, James Bubeck, Brad Kummer, John Chang and Timothy O’Neill 2020 Dave Schaeffer Sean Wallace, Thaddeus Weed, Jean-Michel Slagmuylder, Timothy O’Neill, James Bubeck and Brad Kummer Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows (all figures in 000s): 2022 2021 2020 Adjustments PEO Average PEO Average PEO Average Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (10,798 ) (999 ) (11,148 ) (746 ) (13,876 ) (936 ) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 8,761 799 12,841 878 11,180 731 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date — — — — — — Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (6,649 ) (436 ) 5,497 212 (1,622 ) (146 ) 2022 2021 2020 Adjustments PEO Average PEO Average PEO Average Increase/deduction for Awards Granted (1,025 ) (180 ) 910 222 659 16 Deduction of ASC 718 Fair Value of Awards — (274 ) (955 ) — (2,146 ) — Increase based on Dividends or Other 98 25 114 27 100 15 Increase based on Incremental Fair Value of — — — — — — Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY — — — — — — Increase for Service Cost and, if applicable, — — — — — — TOTAL ADJUSTMENTS (9,614 ) (1,065 ) 7,259 592 (5,704 ) (320 ) | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Amount | $ 82.81 | 106.44 | 100.82 |
Peer Group Total Shareholder Return Amount | 75.3 | 74.68 | 82.21 |
Net Income (Loss) | $ 5,146,000 | $ 48,815,000 | $ 6,216,000 |
Company Selected Measure Amount | 232,868 | 227,902 | 213,995 |
PEO Name | Dave Schaeffer | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Non-GAAP Measure Description [Text Block] | (3) EBITDA, as adjusted for Sprint acquisition costs, is a non-GAAP measure. EBITDA represents net cash flows provided by operating activities plus changes in operating assets and liabilities, cash interest expense and cash income tax expense. EBITDA, as adjusted for Sprint acquisition costs, represents EBITDA plus costs related to the Company’s Sprint Communications acquisition. | ||
PEO [Member] | Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 10,798,000 | $ 11,148,000 | $ 13,876,000 |
PEO [Member] | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 8,761,000 | 12,841,000 | 11,180,000 |
PEO [Member] | Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (6,649,000) | 5,497,000 | (1,622,000) |
PEO [Member] | Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,025,000) | 910,000 | 659,000 |
PEO [Member] | Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 955,000 | 2,146,000 | |
PEO [Member] | Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 98,000 | 114,000 | 100,000 |
PEO [Member] | Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (9,614,000) | 7,259,000 | (5,704,000) |
Non-PEO NEO [Member] | Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 999,000 | 746,000 | 936,000 |
Non-PEO NEO [Member] | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 799,000 | 878,000 | 731,000 |
Non-PEO NEO [Member] | Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (436,000) | 212,000 | (146,000) |
Non-PEO NEO [Member] | Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (180,000) | 222,000 | 16,000 |
Non-PEO NEO [Member] | Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 274,000 | ||
Non-PEO NEO [Member] | Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 25,000 | 27,000 | 15,000 |
Non-PEO NEO [Member] | Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (1,065,000) | $ 592,000 | $ (320,000) |