Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2022, the board of directors (the "Board") of Cogent Communications Holdings, Inc. (the "Company") appointed Ms. Eve Howard to serve as a director of the Company, effective July 1, 2022.

Eve Howard, age 59, is an attorney and partner at Hogan Lovells, specializing in capital markets, financing and other corporate strategic transactions for more than 30 years in private practice. Ms. Howard regularly provides advice to senior management teams and corporate boards of directors on their corporate and finance activities, environmental, social and governance policies and practices, and securities matters. She has served as the global head of the capital markets practice of Hogan Lovells since July 2020, and prior to that served on the global executive management committee of the firm from 2016-2020. In her management role, Ms. Howard worked closely with teams throughout the Americas, Europe and Asia to expand the business, set policies, manage risk and streamline operations. Ms. Howard is a graduate of Duke Law School, where she currently serves on the Board of Visitors, and Dartmouth College. Ms. Howard serves on the Board of Reading Partners DC, a nonprofit aimed at building literacy skills in qualifying Washington, D.C. public elementary schools.

As a result of her appointment to the Board, Ms. Howard will be entitled to participate in the Company's non-employee director compensation program. Pursuant to this program, for 2022, as compensation for director services, each director will annually receive $375,000 in the Company's common stock, to be provided on a quarterly basis with each quarterly installment determined by dividing $375,000 by the average closing price of the Company's common stock for the prior quarter and dividing the resulting number of shares by 4. Each director also receives $1,000 cash per in-person Board meeting, and reimbursement of travel expenses. Ms. Howard's compensation for service as a non-employee director will be prorated to reflect the time she serves on the Board during 2022.

There was no arrangement or understanding pursuant to which Ms. Howard was appointed as a director. There are no related party transactions between Ms. Howard and the Company.

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