SEC Form DEF 14A filed by CSG Systems International Inc.

4/1/24 12:02:37 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

CSG Systems International, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Message from the CEO and President

April 1, 2024

Dear Fellow Shareholders,

2023 was a record-setting year as Team CSG exceeded nearly all of our financial targets while delivering exceptional value to our impressive global customer list. This is exactly what employees, customers, and shareholders should expect from a more relevant, more diversified, and faster-growing CSG.

Big Wins Drive CSG’s Continued Success.

n	Team CSG grew at its fastest pace in nearly two decades with 7.3% (~$79M) year-over-year organic revenue growth.
n	Team CSG significantly expanded our profitability with an Operating Margin percentage of 10.6% (340 basis point YoY improvement).
n	Team CSG won 44 exciting new $1 million+ ACV sales deals.
n	Team CSG grew our industry-leading market share in the N.A. broadband market as we completed the conversion of 14 million Charter subscribers onto CSG’s platform from a competitor.
n	Team CSG diversified revenue with 28% coming from large, high-growth industry verticals like financial services, retail, healthcare, technology, and more.

And we did this the CSG way – with a culture-first, people-centric approach. Being easier to do business with than our competitors enables us to consistently deliver future-ready, mission-critical enterprise SaaS solutions that help great brands deliver extraordinary experiences in a data-driven, digital world.

CSG SYSTEMS INTERNATIONAL, INC. 2024 PROXY STATEMENT

Successful Global Brands Rely on CSG to Modernize and Deliver Exceptional Experiences.

Here are just a few examples of the dozens of outstanding customer successes that Team CSG delivered in 2023, as we continue to win and wow some of the best brands around the world.

n	PLDT (the Philippines’ largest fully integrated telecom operator):
	CSG was selected to modernize their enterprise billing systems from on-premise to a CSG cloud-based solution. This transformation will enable PLDT to consolidate five lines of business under a single platform, automate and streamline their invoicing process, and create a 360-degree view of their enterprise business.
n	NRC Health (one of the nation’s largest healthcare performance improvement firms supporting more than 7,000 organizations):
	CSG is enabling NRC to execute a digital multi-channel communications strategy in a streamlined, effective, and scalable manner. This will help improve customer engagement and brand loyalty while reducing missed appointments with our lower-cost, personalized digital CX solution.
n	Airtel Africa (leading telecommunications and mobile money services provider across 14 countries in Africa):
	CSG won and successfully delivered a multi-country BSS transformation program across Airtel Africa’s wholesale, B2B enterprise, and consumer wireless businesses. This helped it streamline processes across its business, minimize costs, and shorten time to market while delivering experiences that drive customer loyalty and sustainable business growth in wireless.
n	M1 Limited (Singapore’s leading digital operator):
	CSG was selected to help M1 reduce operating costs and tap into new revenue streams across industries with the deployment of CSG’s cloud-native digital monetization platform. The transformation will help M1 manage an expanding ecosystem of B2B2X relationships, create a foundation of scalable partner-driven revenue growth, and monetize demand for immersive experiences in arts, entertainment, and recreation.
n	One of the largest technology companies in the world:
	CSG’s data-driven SaaS CX platform is helping deliver a better, lower-cost customer engagement process. With our conversational Artificial Intelligence (AI) products, this big brand can better predict customer intent and correctly route customer inquiries to the best contact center agents in order to save tens of millions of dollars in operating costs, while improving brand loyalty.

CSG’s Bighearted People Make the Difference Every Day.

n	Our people have the heart and passion to help solve our customers’ toughest business problems while supporting the communities in which we operate with tens of thousands of annual volunteer hours.
n	Over 1,200 CSGers have joined one of eight Employee Belonging Groups, which support employee well-being, foster a culture of inclusion, enhance global belonging, and shape the actions CSG takes.
n	Team CSG publicly declared our commitment to carbon neutrality in Scope 1 & 2 greenhouse emissions by 2035, doing our part to contribute to a more sustainable future.

Together, CSG Turns Big, Bold Dreams Into Reality.

We have the talented team, the growth strategy, and the best-in-class, data-driven SaaS platforms to capitalize on exciting new market opportunities. Leading global brands need what we offer. And we are relentless in our commitment to ensure CSG soars to amazing new heights in the years to come.

I am tremendously grateful for what Team CSG is building and extremely proud of the inspiration, joy, and togetherness that is fueling our journey.

Onward and upward!

Best Regards,

Brian A. Shepherd
President and Chief Executive Officer

CSG SYSTEMS INTERNATIONAL, INC. 2024 PROXY STATEMENT

Notice of Annual Meeting of Shareholders

May 15, 2024

8:00 a.m. MOUNTAIN DAYLIGHT TIME (MDT)

We will hold a virtual shareholders meeting at www.virtualshareholdermeeting.com/CSGS2024

AGENDA:

1.	To elect three Class III Directors;
2.	To approve, on an advisory basis, the compensation of our named executive officers;
3.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2024; and
4.	To transact any other business that properly comes before the meeting or any adjournment or postponement of the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETING TO BE HELD ON MAY 15, 2024:
The proxy statement and annual report on
Form 10-K are available at www.proxyvote.com.

RECORD DATE:

The Board of Directors has fixed the close of business on March 20, 2024, as the record date for determining the shareholders who are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. All shareholders are cordially invited to attend the virtual meeting. There will be no physical location for shareholders to attend.

During the virtual meeting, you may vote your shares electronically. You may also submit questions in advance. Any previously submitted questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the “Investor Relations” section of our website at https://ir.csgi.com/investors/default.aspx.

If you plan to attend the meeting online, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), on your proxy card, or on the voting instructions that accompany your proxy materials. The meeting will begin promptly at 8:00 a.m. MDT. Online check-in will begin at 7:45 a.m. MDT and you should allow ample time for the online check-in procedures.

For information about attending the meeting, submitting questions in advance, voting, or getting technical support, see Questions and Answers About the 2024 Annual Meeting and Voting on page 74.

By Order of the Board of Directors of CSG Systems International, Inc.

Rasmani Bhattacharya
Secretary
April 1, 2024

HOW TO CAST YOUR VOTE
You can vote by any of the following methods:


INTERNET (www.proxyvote.com) until 11:59 p.m. ET on May 14, 2024		BY TELEPHONE (1-800-690-6903) until 11:59 p.m. ET on May 14, 2024		BY MAIL Complete, sign and return your proxy by mail by May 14, 2024		ONLINE AT THE MEETING Shareholders of record may vote during the meeting by visiting our annual meeting website.

WE ENCOURAGE YOU TO SUBMIT YOUR PROXY WELL IN ADVANCE OF THE ANNUAL MEETING, EVEN IF YOU PLAN TO ATTEND.

CSG SYSTEMS INTERNATIONAL, INC. 2024 PROXY STATEMENT

Table of Contents

Message from the CEO and President	1
Proxy Summary	5
Corporate Governance and Board of Directors	10
Overview	10
Board Leadership Structure	10
Risk and Compliance Oversight	10
Risk Management Structure and Responsibilities	12
Annual Board Evaluation Process	12
Board Refreshment Policies	13
What We Look for in Director Nominees	13
Board Committees	14
Director Attendance at Meetings	17
Communications with the Board	17
Other Board Information	17
Human Capital Management	18
ESG Practice	24
Proposal 1 — Election of Directors	26
Nominees for Class III Directors	26
Class I Directors — Term to Expire in 2025	28
Class II Directors — Term to Expire in 2026	30
Beneficial Ownership of Common Stock	32
Principal Shareholders	32
Directors and Executive Officers	33
Compensation of Directors	34
2023 Director Compensation	35
Share Ownership Policy	35
Delinquent Section 16(a) Reports	36
Executive Compensation Discussion and Analysis	37
Compensation Discussion and Analysis	38
Executive Summary	38
Key Governance and Compensation Practices	41
How the Compensation Committee Determines Executive Compensation	42
2023 Compensation	43
Clawback Policy	49
Anti-Hedging and Anti-Pledging Policy	49
Other Considerations	50
Report of the Compensation Committee	51
Proposal 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers	52
Executive Compensation Tables	53
2023 Summary Compensation Table	53
2023 Grants of Plan-Based Awards	55
Outstanding Equity Awards at Fiscal Year-End	56
2023 Stock Vested	58
2023 Non-Qualified Deferred Compensation	58
Severance and Change in Control Benefits	59
Potential Payments Upon Termination of Employment Under the Executive Severance Plan	61
CEO Pay Ratio	65
Pay versus Performance	66
Proposal 3 — Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for Fiscal 2024	70
Report of the Audit Committee	72
Related Party Transactions	73
Questions and Answers about the 2024 Annual Meeting and Voting	74
Shareholder Proposals	78
Householding	79
Annual Report on Form 10-K and Other SEC Filings	80
Other Matters	81

CSG SYSTEMS INTERNATIONAL, INC. 2024 PROXY STATEMENT

DATE AND TIME		VIRTUAL MEETING		RECORD DATE
May 15, 2024 8:00 a.m. Mountain Daylight Time		www.virtualshareholdermeeting.com/CSGS2024		March 20, 2024

PROPOSAL	Board Recommendation		Page Number For More Information
1. To elect three Class III directors		FOR Each Nominee	26
2. To approve, on an advisory basis, the compensation of our named executive officers		FOR	52
3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2024		FOR	70

Name	Age	Director Since	Occupation	Independent	Committees	Term Expires
Class III Nominees
BRIAN SHEPHERD	56	2021	President and CEO at CSG			2027
SILVIO TAVARES	52	2020	President and CEO at VantageScore, Board member at Federal Home Loan Bank of San Francisco, and Chair of the Board at Digital Commerce Alliance		Audit Compensation (C)	2027
TSE LI “LILY” YANG	51	2021	Chief Financial Officer at Strava, Inc.		Audit	2027
Continuing Directors
GREGORY CONLEY	69	2021	Board member at TTEC Holdings		Compensation, Cybersecurity	2025
RONALD COOPER	67	2006	Former President and CEO at Clear Channel Outdoor Americas, Inc.		Audit, Cybersecurity	2025
MARWAN FAWAZ	61	2016	Board member at NRG		Cybersecurity, SSG (C)	2025
DAVID BARNES	62	2014	Chief Financial Officer at Trimble Inc.		Audit (C)	2026
RACHEL BARGER	46	2022	Senior Vice President, Americas Sales at Cisco Systems, Inc.		SSG	2026
RAJAN NAIK	52	2018	Chief Strategy Officer at Motorola Solutions, Inc. and Board member at Evolv Technologies		SSG	2026
HAIYAN SONG	58	2020	Executive Vice President and General Manager of CloudOps at NetApp		Compensation, Cybersecurity, SSG	2026

Board Diversity Matrix as of April 1, 2024
Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	7	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	2	1	—	—
Hispanic or Latinx	—	—	—	—
Middle Eastern	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	1	—	—	—
Did not disclose demographic background	—	—	—	—

	n	Improve customer engagement and reduce churn;
	n	Reduce operating expenses and run their businesses more efficiently;
	n	Grow revenue by quickly launching new digital services; and
	n	Enter new markets to compete and win globally.

	n	Generated $1.169 billion in organic revenue and grew revenue by 7.3% year-over-year, representing our strongest annual organic revenue growth performance in nearly 20 years
	n	Increased our profitability, as measured by our operating income margin percentage in 2023
	n	Significantly enhanced our non-GAAP free cash flow generation in 2023 as compared to 2022
	n	Expanded our leadership position in the North American PayTV and broadband market by continuing to deepen our relationships with these customers and deploy new solutions
	n	Completed the migration of approximately 14 million Charter Communications subscribers to CSG’s platforms from a competitor’s product
	n	Strengthened our position as a top challenger brand in the wireless and telecommunications revenue management market with many new wins, including for one of the largest telecommunications service providers in the Caribbean and Latin America and for one of the largest wireless operators in Saudi Arabia
	n	Continued our industry diversification efforts by increasing revenue from verticals outside the Communications Service Provider industry to approximately 28% of our revenue
	n	Drove innovation and technology leadership with $143 million of research and development investments to enable a growing list of companies around the world to provide a more personalized customer experience and monetize new digital products and services
	n	Returned $152 million to shareholders through a combination of $35 million in quarterly dividend payments and $117 million in common stock repurchases under a stock repurchase program. We also increased our 2023 dividend by 7% from the prior year, representing our 11th consecutive year of increasing our dividend payout

	Board-level oversight through the Sustainability, Social Responsibility, and Governance Committee (“SSG”)			Meaningful director and executive share ownership guidelines
	Majority voting for uncontested director elections and plurality voting for contested director elections			Limited perquisites or other benefits
	Independent Chair of the Board			Annual independent director evaluation of the CEO
	All directors are independent (other than our Chief Executive Officer)			Code of Ethics and Business Conduct applicable to directors, officers, and employees
	Regular executive sessions of independent directors			Regular shareholder engagement to understand shareholders’ views and insights
	Independent Audit, Compensation, SSG, and Cybersecurity Committees			Annual shareholder advisory vote on named executive officer compensation
	Audit Committee is updated regularly on accounting, audit, legal, risk, and compliance matters			Limitations and guidelines regarding simultaneous service on other public company boards
	Independent executive compensation consultant			Clawback policy
	Structured annual evaluation of the Board and the individual directors, with an independent third-party expert engaged every other year			Limitations on compensation awarded to our named executive officers (including no excise tax gross-ups) upon the occurrence of a change in control
	Board engagement in long-term succession planning and talent management discussions			No evergreen provisions for equity plans

		The portion of total target compensation based on the achievement of key financial and operational measures was 61% for our CEO and, on average, approximately 57% for our other named executive officers (“NEOs”)

		The Company’s financial performance resulted in a 2023 annual performance bonus achievement at 111.7% of target with a positive 2.5% Diversity, Equity and Inclusion (“DEI”) Modifier

		94.9% of the votes cast on our 2023 say-on-pay proposal were in favor of our executive compensation program and policies

		Our NEOs earned an overall weighted achievement of 85.5% of target shares for our 2022 performance-based long-term incentive (“LTI”) award’s financial objectives (revenue and non-GAAP earnings per share “EPS”)

BOARD COMMITTEES
Director	Audit Committee	Compensation Committee	Cybersecurity Committee	Sustainability, Social Responsibility, and Governance Committee
Rachel Barger
David Barnes	C
Gregory Conley
Ronald Cooper
Marwan Fawaz				C
Rajan Naik
Brian Shepherd
Haiyan Song
Silvio Tavares		C
Tse Li “Lily” Yang

1.	Building a diverse talent pipeline
2.	Delivering a flexible first approach to work
3.	Fostering a culture of learning and growth
4.	Recognizing and rewarding our employees
5.	Supporting employee well-being
6.	Empowering our Employee Belonging Groups

■	Invested in our Emerging Leaders Program, targeting diverse managers and senior manager employees, both financially and with growth and development programs. To date, we have seen higher-than-average promotion rates and lower turnover within this group.
■	Continued to grow critical partnerships, such as Blacks in Technology (BIT) and for the second year in a row, hosted a session at their annual technology conference BITCON.
■	Launched the Girls in Tech Scholarship in Indonesia, providing support for twelve young women passionate about technology to participate in a 3-month Bootcamp focused on Full Stack Development and QA Automation, followed by a 3-month internship at CSG.
■	Upskilled the global recruiting team through Inclusive Hiring Masterclass sessions, which assessed the recruitment lifecycle through an inclusive lens and developed an Inclusive Hiring Playbook available to all hiring managers.
■	Hosted “Fostering a Disability-Inclusive Workplace” an interactive session in partnership with GiftAbled and our Disabilities EBG for 50+ hiring managers in India to increase accessibility and disability inclusion from hiring to development.
■	Reinforced equitable pay practices through audits, manager and employee education on fair pay practices including unconscious bias in pay decisions, transparency in our compensation philosophy and awards, and intentional design of our hiring, promotion, and compensation decisions.

■	Employees with more choice and empowerment over their work arrangements, whether they prefer to work remotely, in the office, or in a hybrid model
■	A suite of tools and resources to help employees optimize their productivity, well-being, and engagement in a flexible work environment, such as online learning courses through our Degreed learning platform, wellness programs, and virtual events
■	A global network of coworking spaces that employees can access when they and/or their teams need to collaborate and innovate together in person

■	Leadership programs personalized by role, including frontline managers, emerging leaders, and directors and above
■	Talent assessment and calibration process for all managers and above, identifying strengths and areas for improvement, and creating personalized development plans
■	Succession planning for the executive and senior leadership teams and their direct reports, as well as critical talent, to prepare them for future roles and ensure continuity of leadership
■	A new Emerging Leaders Program to recognize and reward high-potential talent with equity awards, coaching, and participation in relevant learning programs
■	An internal talent marketplace that enables employee career growth by making career opportunities visible and promoting personalized, relevant roles
■	An enhanced onboarding and orientation programs to connect new hires to our community and culture, reducing our voluntary turnover by half, especially among employees with less than one year of tenure
■	Online courses, webinars, podcasts, and other resources, to support self-directed learning on various topics and domains through our Degreed platform

■	A global Employee Assistance Program (EAP) that provides free, confidential, and professional mental health resources, substance abuse support, and assistance for financial challenges and stress management. The EAP is available 24/7, 365 days a year, for our employees and their eligible dependents.
■	Expanded access to and affordability of mental health care services through our medical plan coverage. CSG health plans cover out-of-network mental health office visits at the in-network level to increase provider access. Virtual mental health care visits are covered at no cost to employees.
■	Our Mental Health Employee Belonging Group provides resources, education, support, and a community to its members.

■	Mental Health Awareness Month: Employees volunteered with other colleagues in their community
■	Earth Day: Partnership with EarthDay.ORG to provide employees with volunteer opportunities as part of the Great Global Cleanup
■	World Mental Health Day: Employees were encouraged to volunteer and share their story

■	WE LEaD, CSG’s longest-standing EBG, now includes five chapters reflecting all global regions. This year, WE LEaD hosted their first Global Women’s Symposium from India where WE LEaD members had the opportunity to hear from female executive leaders and CSG Board members about their leadership journeys.
■	PRIDE@CSG members hosted global conversations attended by hundreds of CSGers in June in honor of Pride month including, “Illuminating the LGBTQIA+ Path in India” and “Life Through Trans Eyes” expanding the conversations around gender identity, LGBTQIA+ inclusion, and allyship.
■	Disabilities EBG leaders collaborated with the Talent Acquisition team to develop a disability inclusion and accessibility workshop for leaders in India and partnered to simplify the accommodations process for both candidates and employees. In December, Brian Shepherd, our CEO, joined Disability:IN’s network of CEOs committed to fostering disability inclusion and benchmarking their efforts with the Disability Equality Index.
■	The Mental Health EBG has sponsored 20+ members across five countries to become certified Mental Health First Aiders to help promote and support mental health and wellness education. This initial group of participants will provide training to others, as the EBG aspires to expand their network of First Aiders across all regions.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percentage of Common Stock Outstanding
BlackRock, Inc. 55 East 52^ndStreet New York, New York 10055	5,087,456⁽¹⁾	17.33%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355	3,849,258⁽²⁾	13.11%

Name	Total Shares of Common Stock Beneficially Owned^(1)(2)(3)	Percentage of Common Stock Outstanding
Rachel Barger	6,724	*
David Barnes	32,870	*
Elizabeth Bauer	54,768	*
Rasmani Bhattacharya	24,286	*
Gregory Conley	6,984	*
Ronald Cooper	45,838	*
Marwan Fawaz	27,070	*
Kenneth Kennedy	125,391	*
Rajan Naik	21,070	*
Brian Shepherd	388,449	1.32%
Haiyan Song	14,752	*
Silvio Tavares	14,752	*
Hai Tran	59,302	*
Tse Li “Lily” Yang	10,656	*
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (18 PERSONS)	894,223	3.05%

*	Less than 1% of the outstanding common stock.
(1)	All of the shares reflected are shares of common stock and all persons listed have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.
(2)	Includes restricted shares of common stock administered under the Amended and Restated 2005 Stock Incentive Plan of the Company, which have not vested and are itemized in the table below. Each holder of restricted shares may vote such shares but may not sell, transfer, or encumber such shares until they vest in accordance with the applicable restricted stock award agreement.
(3)	Share ownership for Mr. Kennedy is based on his last Form 4 dated October 10, 2023.

Name		Number of Restricted Shares That Have Not Vested as of February 29, 2024
Rachel Barger		6,724
David Barnes		4,060
Elizabeth Bauer		30,974
Rasmani Bhattacharya		20,853
Gregory Conley		4,060
Ronald Cooper		4,060
Marwan Fawaz		4,060
Kenneth Kennedy		25,199
Rajan Naik		4,060
Brian Shepherd		207,000
Haiyan Song		4,060
Silvio Tavares		4,060
Hai Tran		52,586
Tse Li “Lily” Yang		4,060
TOTAL (18 PERSONS AS A GROUP)		422,808

SEC Form DEF 14A filed by CSG Systems International Inc.

Message from the CEO and President

Notice of Annual Meeting of Shareholders

Proxy Summary

2024 Annual Meeting

Proposals to Be Voted Upon

OVERVIEW OF DIRECTOR SKILLS AND EXPERIENCE

Overview of Director Skills and Experience

Director Independence and Diversity

Company Overview and Business Strategy

2023 Business Highlights

Governance Practices

Compensation Highlights

Corporate Governance and Board of Directors

Overview

Board Leadership Structure

Risk and Compliance Oversight

Overall Risk Approach

Board Committee Risk Oversight

Risk Assessment and Mitigation Program

Information Security Governance Program

Risk Management Structure and Responsibilities

Annual Board Evaluation Process

Board Refreshment Policies

What We Look for in Director Nominees

Shareholder Recommendations

Board Committees

Audit Committee

Compensation Committee

Sustainability, Social Responsibility, and Governance Committee

Cybersecurity Committee

Director Attendance at Meetings

Communications with the Board

Other Board Information

Human Capital Management

The Power of Our People

Employer of Choice

How We Lead

Our Commitment Starts at the Top

Guiding Principles

CSG’s Keystones of Leadership

Listening to Employee Feedback

Our Employee Experience

Building a Diverse Talent Pipeline

Delivering a Flexible First Approach to Work

Fostering a Culture of Learning and Growth

Recognizing and Rewarding Our Employees

Supporting Employee Well-Being

Empowering Our Employee Belonging Groups

ESG Practice

Environmental

Social Responsibility

Governance

Proposal 1 — Election of Directors

Nominees for Class III Directors

Class I Directors — Term to Expire in 2025

Class II Directors — Term to Expire in 2026

Beneficial Ownership of Common Stock

Principal Shareholders

Directors and Executive Officers

Compensation of Directors

2023 Director Compensation

Share Ownership Policy

Delinquent Section 16(a) Reports

Executive Compensation Discussion and Analysis

Compensation Discussion and Analysis

Executive Summary

Company Overview and Business Strategy

Our Overall 2023 Performance

2023 Executive Compensation Highlights

Compensation Mix and Pay-for-Performance Compensation Program

Say-on-Pay Results

Summary of Say-on-Pay and Responsiveness

Key Governance and Compensation Practices

How the Compensation Committee Determines Executive Compensation

Role of the Independent Executive Compensation Consultant and Management

Role of Benchmarking in Determining Compensation and Peer Group

How We Use Peer Group Information

Peer Group Used for Benchmarking

2023 Compensation

Corporate Governance
and Board of Directors

Cash Compensation⁽¹⁾
Annual retainer for non-employee director service⁽²⁾	$	75,000
Additional annual retainer for Chair of the Board	$	75,000
Additional annual retainer for committee member service⁽³⁾	$	7,500
Additional annual retainer for committee chair service:
Audit Committee	$	16,000
Compensation Committee	$	16,000
Sustainability, Social Responsibility, and Governance Committee	$	10,000
Equity Compensation⁽⁴⁾
Annual equity	$	200,000

(1)	Cash retainers are paid in advance in quarterly installments, subject to such non-employee director’s continued service on the Board.
(2)	A director who is an officer or employee of the Company does not receive additional compensation for serving as a director or committee member. Mr. Shepherd is the only current officer or employee of the Company who serves as a director, and he does not currently serve on any Board committee.
(3)	Each non-employee director who serves as a committee member is entitled to only one committee member retainer irrespective of the number of committees on which such non-employee director serves.
(4)	Each non-employee director receives an annual equity grant in the form of restricted stock awards as determined by the Compensation Committee, which vests on the day immediately preceding the first annual general meeting of the Company’s shareholders occurring after the award date. Numbers of shares awarded are calculated by dividing the annual equity grant amount by the twenty-day trailing average of our common stock closing share price on Nasdaq (“20-day Trailing Average”), calculated twenty consecutive trading days prior to the Award date.

Name	Fees Earned		Stock Awards⁽¹⁾⁽²⁾		Total
Rachel Barger	$	82,500	$	336,200	$	418,700
David Barnes	$	98,500	$	203,000	$	301,500
Gregory Conley	$	82,500	$	203,000	$	285,500
Ronald Cooper	$	154,167	$	203,000	$	357,167
Marwan Fawaz	$	92,500	$	203,000	$	295,500
Rajan Naik	$	82,500	$	203,000	$	285,500
Frank Sica⁽³⁾	$	41,250	$	-	$	41,250
Haiyan Song	$	82,500	$	203,000	$	285,500
Silvio Tavares	$	98,500	$	203,000	$	301,500
Tse Li “Lily” Yang	$	82,500	$	203,000	$	285,500

(1)	This column reflects the aggregate grant date fair value of restricted stock awards granted during the year computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”). The value reported excludes the impact of estimated forfeitures, if any. Assumptions used to determine these amounts are set forth in Note 13 of our 2023 Form 10-K.
(2)	The aggregate number of restricted stock awards that had not vested as of December 31, 2023, was 4,060 shares for each non-employee director, except for Ms. Barger’s 6,724 prorated shares since her August 30, 2022, Board appointment.
(3)	Mr. Sica’s term ceased on May 17, 2023, and his compensation is prorated for term of services in 2023.

Role	Minimum Ownership Level⁽¹⁾	Compliance Status as of December 31, 2023
Non-Employee Board Directors	5x annual cash retainer	100%
CEO	6x base salary	100%
Executive Vice Presidents	3x base salary	100%

Table of contents

Compensation Discussion and Analysis	38

Executive Summary	38
Company Overview and Business Strategy	38
Our Overall 2023 Performance	39
2023 Executive Compensation Highlights	39
Compensation Mix and Pay-for-Performance Compensation Program	40
Say-on-Pay Results	41

Key Governance and Compensation Practices	41

How the Compensation Committee Determines Executive Compensation	42
Role of the Independent Executive Compensation Consultant and Management	42
Role of Benchmarking in Determining Compensation and Peer Group	42

2023 Compensation	43
Annual Base Salaries	43
Annual Performance Bonuses	44
Long-Term Incentive Program	47

Clawback Policy	49

Anti-Hedging and Anti-Pledging Policy	49

Other Considerations	50
Other Benefits and Employment Agreements	50
Tax Deductibility of Executive Compensation	50
Accounting Considerations	50
Use of Non-GAAP Financial Measures	50


Brian Shepherd President and Chief Executive Officer (“CEO”)	Hai Tran Executive Vice President and Chief Financial Officer (“CFO”)	Elizabeth Bauer Executive Vice President and Chief Experience Officer	Rasmani Bhattacharya Executive Vice President and Chief Legal Officer	Kenneth Kennedy Former Executive Vice President and Chief Operating Officer (“COO”) and President – Revenue Management and Digital Monetization

■	*Strong Say-on-Pay Support.* Our 2023 Say-on-Pay proposal was approved by 94.9% of shareholders. Shareholder engagement is a key value and a significant factor in determining our compensation programs, and we are pleased with the positive response from shareholders to enhancements we have made in recent years.
■	*DEI Modifier.* CSG believes that a commitment to diversity, equity, and inclusion (“DEI”) produces superior shareholder returns over time. To further focus executive action on CSG’s commitment to DEI, starting in 2022, the Company introduced a rigorous DEI compensation modifier that applied to its annual performance bonus in 2023. The modifier could result in an up to +/-10% impact on bonus outcomes based on the Compensation Committee’s assessment of progress on many factors including representation and improvement on belonging scores. The Board approved a 2.5% DEI Modifier for the 2023 annual performance bonuses. This determination was primarily based on the fact that the Company made quantifiable and steady progress in increasing the number of qualified management employees from historically underrepresented groups, including women and people of color at the Executive Director and above level. In addition, we ensure that programs foster development and retention of traditionally underrepresented groups.
■	*Pay for Performance Alignment.* Our financial performance resulted in a 2023 annual performance bonus achievement at 111.7% of target. Our NEOs earned an overall weighted achievement of 85.5% of target shares for our 2022 performance-based LTI award’s financial objectives. We view these outcomes as indicative of our rigorous goal-setting process.
■	*Strengthened Executive Leadership.* Starting in September 2023, Mr. Tran assumed additional responsibilities as acting President of Global Telecom and Ms. Bauer assumed additional responsibilities over CSG’s commercial operations. These changes bring experienced leadership with proven success to important areas for CSG to help us win big and innovate even faster.

■	114.2% of target under the annual performance bonus program for 2023; and
■	85.5% of target shares vest under the 2022 performance-based LTI program.

Element⁽¹⁾	Variability	Purpose	Weighting	FY2023 Terms/Outcomes
Annual Base Salary	Fixed	Provide assured, competitive base compensation that reflects the scope of responsibility, level of authority, and overall duties of the position	10-28%	Four of our NEOs received a salary increase in FY2023 based on improving alignment with market and in recognition of additional responsibilities taken on in 2023
Annual Performance Bonus Program	Performance- Based	Provide an annual bonus opportunity that is tied to predetermined Company performance goals and achievement of individual performance objectives to ensure focus on annual financial and operating results	13-21%	Based on revenue less transaction fees and non-GAAP adjusted operating margin, and subject to a DEI Modifier, in addition to individual performance. Resulted in a 2023 bonus payout equal to 114.2% of target.
Long-Term Incentive Program-Performance- Based awards	Performance- Based	Provide compensation and ownership opportunity based on the achievement of ambitious, multi-year strategic and shareholder goals⁽¹⁾	31-46%	FY2023 Performance Shares are tied to non-GAAP EPS, revenue, and relative TSR (rTSR) vs. the Russell 2000 Index
Long-Term Incentive Program-Time- Based Awards	Value Tied to Stock Price	Promote long-term retention and alignment with shareholder interests	20-30%	FY2023 Restricted stock vests 33% per year over three years