David Barnes
CSG SYSTEMS INTERNATIONALAbout David Barnes
David Barnes, age 63, is an independent director at CSG Systems International (CSGS) and serves as Chair of the Audit Committee. He joined the CSG board in February 2014. Barnes recently retired from Trimble Inc., where he was CFO (Jan 2020–Aug 2024) and CFO Emeritus (Aug 2024–Jan 2025). He holds an MBA from the University of Chicago and a BA from Yale University. The Board has determined he is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trimble Inc. | Chief Financial Officer; CFO Emeritus | CFO: Jan 2020–Aug 2024; CFO Emeritus: Aug 2024–Jan 2025 | Senior finance leadership at public technology company; capital markets and governance experience |
| Stantec Inc. | EVP, Global Operations | 2016–2018 | Operations leadership in global engineering services |
| MWH Global Inc. (acquired by Stantec) | EVP & CFO | 2009–2016 | Corporate finance and transaction execution |
| Western Union Financial Services | Executive Vice President | 2006–2008 | Global financial services operating experience |
| RadioShack Corporation | Chief Financial Officer | 2004–2006 | Public company CFO; retail transformation exposure |
| Coors Brewing Company | VP, Treasurer, U.S. CFO | 1999–2004 | Corporate finance, treasury, U.S. finance leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| — | — | No current external public company directorships disclosed beyond CSG (focus on prior executive roles) |
Board Governance
- Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert by Board .
- Audit Committee activity: 9 meetings in 2024, primary oversight of financial reporting, risk, compliance, internal controls, and privacy/technology risk (cyber risk overseen by Cybersecurity Committee) .
- Independence: All directors other than the CEO are independent; Board maintains independent Chair (transitioning from Ronald Cooper to Marwan Fawaz post-2025 meeting) .
- Attendance and engagement: Board held nine meetings in 2024; every director attended at least 75% of Board and applicable committee meetings; three executive sessions were held with independent directors only, with a policy to hold at least two per year .
- Related-party oversight: Audit Committee reviews/approves any related party transactions; company reports none for 2024 .
- Governance practices: Clawback policy for executives, anti-hedging/anti-pledging for all directors/employees; director ownership guidelines enforced (5x annual cash retainer) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Standard non-employee director retainer |
| Committee member retainer | $7,500 | Single retainer regardless of number of committees |
| Audit Committee Chair retainer | $16,000 | Chair role premium |
| Total Fees Earned (Barnes) | $98,500 | Sum of retainers for 2024 |
Performance Compensation (Director)
| Equity Award Type | Grant Mechanics | 2024 Grant (Barnes) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Dollar value set at $200,000 divided by 20-day trailing average price; same for all non-employee directors | Stock awards (grant-date fair value): $189,203 | Vests on day immediately preceding next annual shareholders’ meeting after grant date | None (time-based only; directors do not have performance-based equity) |
Mix and pay-for-performance note: Director equity is time-based; there are no performance metrics for director compensation. Barnes’ 2024 compensation mix was ~$98.5k cash vs ~$189.2k equity (≈34% cash/66% equity), aligning incentives to shareholder value via stock ownership .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no related-party transactions reported for 2024 |
Expertise & Qualifications
- Financial expertise: Board-designated Audit Committee Financial Expert; extensive CFO/finance leadership across public and private companies .
- Industry experience: Technology, construction/engineering, financial services, retail; global/domestic exposure and strategic planning, business development .
- Education: MBA (University of Chicago), BA (Yale University) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 37,593 | Includes restricted shares not yet vested as of Feb 28, 2025 |
| Ownership as % of shares outstanding | <1% | Company notes less than 1% (shares outstanding 28,773,311) |
| Restricted (unvested) shares | 4,723 | Annual director grant unvested at Dec 31, 2024 / Feb 28, 2025 |
| Vested shares (derived) | 32,870 | Total minus unvested, derived from disclosed figures |
| Section 16 filing compliance | Timely | Company reports all required filings timely in 2024, except late filings by Hai Tran and Michael Woods; no exceptions noted for Barnes |
| Hedging/pledging | Prohibited | Company bans hedging, pledging, monetization transactions for employees/directors |
| Ownership guideline compliance | In compliance | Non-employee directors must hold 5x annual cash retainer; 100% compliance reported as of Dec 31, 2024 |
Governance Assessment
- Strengths:
- Audit Chair with “financial expert” designation; strong oversight of financial reporting, risk, compliance; active committee cadence (9 meetings) .
- Independence, attendance ≥75%, and participation in executive sessions support board effectiveness and investor confidence .
- No related-party transactions; robust insider trading, anti-hedging/pledging policies; clawback policy (execs) improves accountability .
- Director equity and ownership guidelines enforce alignment; Barnes’ ownership and equity-heavy compensation mix encourage long-term focus .
- Watch items / potential RED FLAGS:
- None identified for Barnes in 2024 filings: no related-party transactions, no late Section 16 filings, no pledging/hedging, and no meeting attendance concerns disclosed .
- Board is transitioning Chair role (to Fawaz upon re-election); monitor continuity of committee leadership and oversight loads across board, but no adverse signals at this time .
Overall signal: Barnes’ profile (seasoned CFO, audit chair, financial expert) and clean conflict/attendance record are positive for governance quality and investor confidence; equity-heavy director pay and guidelines reinforce alignment. No material conflicts or red flags were disclosed in 2024.