Gregory Conley
CSG SYSTEMS INTERNATIONALAbout Gregory Conley
Independent director at CSG Systems International (CSGS), age 70, serving since October 2021. Conley sits on the Compensation and Cybersecurity Committees; his background spans CEO roles in multiple technology firms, senior general management at IBM, and legal leadership at Galileo International. He holds a JD from Georgetown University and a BS in Electrical Engineering from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aha! Software | Chief Executive Officer | 2012–2014 | Led predictive analytics/cloud company |
| Odyssey Group SA | Chief Executive Officer; oversaw sale to Temenos | 2009–2011 | Executed sale to Temenos Group AG |
| Verio, Inc. | President & CEO; Director | 2004–2005 | Led global hosting/network services business (NTT subsidiary) |
| Tanning Technology | President & CEO; Director | 2001–2003 | Led NASDAQ-listed IT solutions provider to sale |
| IBM | Global General Manager, e-markets and Travel & Transportation | 1995–2001 | Senior executive across e-markets/travel sectors |
| Galileo International | General Counsel; Chief Executive Officer | 1989–1995 | Legal and executive leadership at travel tech firm |
| Covington & Burling | Attorney | 1984–1989 | Legal practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TTEC Holdings (NASDAQ: TTEC) | Director; Audit Committee Chair; Compensation Committee member; Security & Technology Committee member | Since 2012 | Audit leadership; comp oversight; security/technology governance |
| Travelport | Director | May 2019–Jan 2024 | Board member at global travel technology company |
Board Governance
- Independence: CSGS Board determined all directors except the CEO are independent under Nasdaq/SEC rules; Conley is classified as independent .
- Committee assignments (CSGS): Compensation (2022–2025) and Cybersecurity (added by 2025) .
- Attendance and engagement:
- 2024: Board met 9 times; each director attended ≥75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting; 3 executive sessions of independent directors .
- 2022: Board met 15 times; all directors attended ≥75%; 4 executive sessions .
- 2021: Board met 7 times; all directors attended ≥75%; 6 executive sessions; most shareholders vote by proxy; Annual Meeting attendance noted in proxy .
| Year | Board Meetings | Attendance Threshold Met | Annual Meeting Attendance | Executive Sessions |
|---|---|---|---|---|
| 2021 | 7 | Yes (all directors ≥75%) | N/A (policy notes; most vote by proxy) | 6 |
| 2022 | 15 | Yes (all directors ≥75%) | N/A | 4 |
| 2024 | 9 | Yes (each director ≥75%) | All current directors attended | 3 |
Fixed Compensation
- Director compensation program (non-employee directors):
| Element | FY2022 | FY2023 | FY2025 (program in effect) |
|---|---|---|---|
| Annual Board retainer (cash) | $75,000 | $75,000 | $75,000 |
| Board Chair additional retainer (cash) | $50,000 | $50,000 | $75,000 (raised in 2023) |
| Committee member retainer (cash) | $7,500 | $7,500 | $7,500 |
| Committee Chair retainer – Audit (cash) | $16,000 | $16,000 | $16,000 |
| Committee Chair retainer – Compensation (cash) | $16,000 | $16,000 | $16,000 |
| Committee Chair retainer – SSG (cash) | $10,000 | $10,000 | $10,000 |
| Annual equity grant value | $175,000 (restricted stock) | $175,000 | $200,000 (raised in 2023) |
- Conley’s actual 2024 director compensation (CSGS):
| Component | Amount |
|---|---|
| Fees Earned (cash) | $82,500 |
| Stock Awards (grant-date fair value) | $189,203 |
| Total | $271,703 |
Performance Compensation
- Director equity grant parameters (non-employee directors; time-based, not performance-based):
- Annual equity grant value: $200,000 (restricted stock; value divided by 20-day trailing average price to determine shares) .
- 2024 grant specifics: 4,723 restricted shares outstanding per director at 12/31/2024; vest immediately prior to the next Annual Meeting .
- Grant valuation methodology: ASC 718; vesting on the day before the next annual meeting; calculated using twenty-day trailing average .
| Metric | 2024 Grant |
|---|---|
| Grant date fair value | $189,203 (per director) |
| Number of shares granted/outstanding at YE | 4,723 shares |
| Vesting schedule | Vests immediately prior to next Annual Meeting |
| Determination method | 20-day trailing average of closing price; ASC 718 valuation |
Note: CSGS director equity awards are time-based restricted stock; no revenue/EBITDA/TSR performance metrics apply to director grants .
Other Directorships & Interlocks
| Company | Role | Committees | Tenure |
|---|---|---|---|
| TTEC Holdings | Director | Audit (Chair), Compensation, Security & Technology | Since 2012 |
| Travelport | Director | — | May 2019–Jan 2024 |
- Related-party/Interlocks: Upon CSGS appointment, the company disclosed no related-party transactions under Item 404(a), no family relationships, and standard indemnification; Conley receives standard director compensation . No interlocks or conflicts with CSGS customers/suppliers are disclosed in the proxy/8-K .
Expertise & Qualifications
- Over 30 years in technology/software/travel & transportation; CEO roles; audit chair experience; legal background (JD); strong financial expertise highlighted in proxies .
Equity Ownership
| Ownership Measure | 2023 | 2024 |
|---|---|---|
| Beneficially owned shares | 2,924 | 6,984 |
| Percentage of shares outstanding | <1% | <1% |
| Unvested restricted shares (as of proxy measurement date) | 2,924 (2/28/2023) | 4,060 (2/29/2024) |
| Unvested restricted shares outstanding at 12/31/2024 | 4,723 |
- Ownership policy: Robust share ownership policy established April 2022; updated Feb 2024; minimums must be met within five years; restrictions on selling until compliant; all non-employee directors (including Conley), CEO, and EVPs are in compliance subject to grace periods .
- Hedging/pledging: Company policy prohibits hedging or pledging of Company securities; governance practice affirmed in proxy .
Insider Filings
| Filing | Date | Initial Holdings |
|---|---|---|
| Form 3 (CSGS) | 11/02/2021 | 0 shares; appointed 10/29/2021 as director |
Governance Assessment
- Committee work and independence: Conley’s dual committee service (Compensation and Cybersecurity) provides relevant oversight in pay governance and cyber risk. He is independent; attendance thresholds met; Board maintains regular independent executive sessions .
- Alignment and incentives: Director pay is balanced between cash (board/committee retainers) and equity (time-based restricted stock), with strengthened ownership requirements and bans on hedging/pledging—positive alignment signals .
- External commitments: Concurrent service as TTEC Audit Chair and Compensation member indicates strong financial governance expertise; tenure appears manageable (one current public board) .
- Compensation program changes: The Board increased annual equity (to $200k) and Chair retainer (to $75k) in 2023 to align with peers—monitor dilution and pay inflation, but changes are consistent with market benchmarking and independent consultant input .
- Related-party risk: No related-party transactions or family relationships disclosed at appointment—low conflict risk .
RED FLAGS to monitor
- Pay escalation: Increases to equity grant and Chair cash retainer in 2023 can be investor-sensitive if performance or market context weakens—continue to benchmark and evaluate overall board pay vs. peers .
- Sector adjacency: Conley’s TTEC role overlaps in customer engagement technology. No conflicts disclosed, but monitor for any business overlaps, information-sharing concerns, or future related-party transactions; current disclosures indicate independence and no Item 404(a) transactions .
- Ownership concentration: Individual ownership remains <1%—mitigated by restrictive share ownership policy and ongoing equity grants .
Sources
- CSGS 2025 Proxy (DEF 14A): Biography, committees, independence, attendance, director compensation program and 2024 director compensation table .
- CSGS 2024 Proxy (DEF 14A): Beneficial ownership; program changes approved in 2023 .
- CSGS 2023 Proxy/Preliminary Proxy: Biography; beneficial ownership; director compensation program .
- CSGS 2022 Proxy (DEF 14A): Biography; director compensation program .
- CSGS 8-K (11/01/2021): Appointment; independence; indemnification; standard compensation .
- TTEC 2023 Proxy (DEF 14A): External committees and role at TTEC .