Hai Tran
CSG SYSTEMS INTERNATIONALAbout Hai Tran
Hai Tran is Executive Vice President and Chief Financial Officer of CSG Systems International (CSGS), serving since November 29, 2021. He holds a BS in Electrical Engineering (University of Virginia) and an MBA in Finance (University of Richmond) and is age 55 per the company’s FY2024 10-K officer disclosure . Under Tran’s tenure, CSG delivered record 2024 revenue of $1.197 billion and improved operating income margin, and his LTI awards tied to financial/market metrics paid at 129.4% for the 2023 two-year grant and 100% for the 2022 three-year rTSR grant (54th percentile vs. Russell 2000, capped due to negative absolute TSR), indicating mixed but generally aligned pay-for-performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SOC Telemed (largest U.S. acute care telemedicine provider) | President & COO; previously COO & CFO | 2020–2021 (President & COO); 2015–2020 (COO & CFO) | Senior finance and operating leadership at a healthcare technology provider |
| BioScrip, Inc. | Chief Financial Officer | N/D | Senior finance leadership (CFO) |
| Harris Healthcare Solutions | Chief Financial Officer | N/D | Senior finance leadership (CFO) |
| Catalyst Health Solutions | Chief Financial Officer | N/D | Senior finance leadership (CFO) |
N/D = Not disclosed in cited documents.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 475,001 | 496,154 | 514,712 (annual rate $515,000 effective 1/1/24) |
| Target Bonus (%) | 75% (per offer letter) | 75% | 100% |
| Actual Annual Bonus Paid ($) | 224,438 | 428,250 | 310,545 |
Additional 2024 “All Other Compensation” for Tran: $18,975 401(k) contribution, $112,322 accrued dividends on unvested stock, and $8,777 perquisites/other benefits; total $140,074 .
Performance Compensation
Annual Bonus Mechanics (FY 2024) and Results
| Component | Threshold | Target | Maximum | Actual/Outcome |
|---|---|---|---|---|
| Revenue less Transaction Fees ($ millions) | 1,093.0 | 1,137.0 | 1,177.0 | 1,099.4 |
| Non-GAAP Adjusted Operating Margin (%) | 17.00% | 17.25% | 18.15% | 18.15% |
| Company Performance % | — | 100% | 200% | 60.3% certified (grid interpolation) |
| People & Culture Modifier | — | — | — | 0.0% adjustment for 2024 |
| Individual Performance % | — | — | — | 100% (Tran) |
Tran’s FY2024 bonus formula result was $310,545 (Base $515,000 × Target 100% × Company 60.3% × Individual 100% × People & Culture 0.0% adjustment) .
Long-Term Incentives (Structure and Outcomes)
- Award mix: performance-based restricted stock tied to two-year Non-GAAP EPS, Total Revenue, Average Annual YoY Organic Revenue Growth, and three-year relative TSR vs Russell 2000; plus time-based restricted stock vesting 33.3% per year over three years .
- 2024 grants to Tran (Mar 10, 2024):
- Performance (2-year financial): 22,698 target shares (max 45,396) .
- Performance (3-year rTSR): 7,566 target shares (max 15,132) .
- Time-based: 20,176 shares (vests ratably over 3 years) .
- Historical payouts:
- 2023 two-year performance LTI (performance period ended 12/31/2024): Weighted payout 129.4% (Non-GAAP EPS: target $3.85, actual $4.72 → 200% on that component; Revenue: target $1,300.0m, actual $1,197.2m → 58.8%) .
- 2022 three-year rTSR LTI (ended 12/31/2024): 100% payout at 54th percentile (capped at 100% due to negative absolute TSR) .
| LTI Metric (Grant/Period) | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Non-GAAP EPS (2023 two-year) | 37.5% | $3.85 | $4.72 | 200.0% (component) |
| Total Revenue (2023 two-year) | 37.5% | $1,300.0m | $1,197.2m | 58.8% (component) |
| Weighted Total (2023 two-year) | — | — | — | 129.4% |
| rTSR vs Russell 2000 (2022 three-year) | 25.0% | 50th percentile | 54th percentile | 100% (capped) |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (2/28/2025) | 100,172 CSG shares (less than 1% outstanding) . Shares outstanding: 28,773,311 . Approx. 0.35% derived = 100,172 / 28,773,311 (derived from cited figures) . |
| Unvested Restricted Shares (as of 2/28/2025) | 71,101 (counts toward beneficial ownership per footnote) . |
| Outstanding/Unvested Awards (12/31/2024) | Time-based: 20,176 shares; Performance (2-year financial): 45,396 at max (22,698 target); Performance (3-year rTSR): 15,132 at max (7,566 target) . |
| Time-Based Vesting | 33.3% per year over three years, beginning on first anniversary of grant date . |
| Stock Ownership Guidelines | EVPs must hold shares equal to 3× base salary; all EVPs in compliance as of 12/31/2024 (subject to grace periods/transfer limits) . |
| Hedging/Pledging | Prohibited under Insider Trading Policy (no hedging or pledging permitted) . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed EVP & CFO effective Nov 29, 2021 . |
| Initial Compensation Terms (Offer Letter) | Base salary $475,000; target bonus 75% of salary (prorated for 2021); initial equity grant (performance- and time-based) with recommended grant totaling $1.9 million; 12-month non-compete/non-solicit; indemnification agreement . |
| Current Target Bonus | Increased to 100% in 2024 (from 75% in 2023) . |
| Clawback | Updated November 2023; recovery of erroneously awarded incentive comp on a material restatement; applies to cash, time-based and performance-based equity; severance-paid incentives also subject to recovery . |
| Anti-Hedging/Anti-Pledging | Prohibits short sales, hedging, pledging, and monetization transactions (e.g., collars, PVFs, swaps, exchange funds) . |
| Severance Plan (Non‑CIC) | 1× base salary + 1× target bonus paid over 12 months; 18 months COBRA premium cash; pro‑rata vesting of unvested time-based and performance awards (performance vests based on actual results); pro‑rata annual bonus if termination on/after June 1; CEO exception 2× salary . |
| Severance Plan (Within 18 months post‑CIC; double‑trigger) | Lump sum 2× (base + target bonus); pro‑rata target bonus; full vesting of unvested time-based and performance awards at target (rTSR measured to CIC date); 18 months COBRA premiums . |
Potential payments for Hai Tran (as of 12/31/2024 valuation, $51.11/share):
- Qualifying Termination unrelated to CIC: Total $4,599,085 (cash $1,030,000; pro‑rata bonus $515,000; pro‑rata time-based $1,060,584; pro‑rata performance/market-based $1,946,115; COBRA $47,386) .
- Qualifying Termination within 18 months after CIC: Total $7,406,384 (cash $2,060,000; pro‑rata target bonus $515,000; time-based acceleration $1,783,177; performance-based acceleration at target $3,000,821; COBRA $47,386) .
Additional Signals and Governance
- Say-on-pay approval: 97.5% of votes cast supported 2024 NEO compensation program .
- Section 16(a) compliance: One late Form 4 for Hai Tran (transaction dated March 28, 2024, filed April 3, 2024) as disclosed by the company .
- Compensation benchmarking peers (2024): ACI Worldwide, Black Knight, Blackbaud, Ebix, Evertec, ExlService, Green Dot, Manhattan Associates, Pegasystems, Perficient, Progress Software, Sabre, TTEC Holdings, Verint, WEX, Zuora .
- Related party transactions: None in 2024 .
Investment Implications
- Pay-for-performance alignment: 2024 bonuses paid at 60.3% reflect below-target company results on “revenue less transaction fees” despite max margin performance, while multi-year LTI paid at 129.4% (financial) and 100% (rTSR) underscores emphasis on durable EPS and shareholder returns .
- Retention and selling pressure: Tran’s sizable unvested equity (time-based and performance awards) and 3× salary ownership guideline compliance support retention and alignment; prohibited hedging/pledging lowers alignment risk. Periodic vesting could add share supply but no pledging/hedging and no options outstanding noted reduce forced-sale risks .
- Change-in-control economics: Double-trigger 2× cash and full equity vesting at target are market-standard; scenario math points to ~$7.4M exposure as of year-end 2024, relevant for M&A probability-weighting of management incentives .
- Governance/controls: Updated clawback, strong say-on-pay support, and independent comp consultant (Semler Brossy) indicate mainstream governance; the isolated late Form 4 appears administrative rather than systemic .
Overall, Tran’s package is largely at-risk and equity-heavy, with metrics tied to revenue/EPS and rTSR, and severance/CIC terms that are competitive but not excessive; this generally aligns incentives with shareholder value creation amid CSG’s growth, margin, and FCF priorities .