Haiyan Song
CSG SYSTEMS INTERNATIONALAbout Haiyan Song
Haiyan Song, age 59, has served as an independent director of CSG Systems International since January 2020. She is Executive Vice President and General Manager of the CloudOps business at NetApp (appointed April 2023), with prior senior leadership roles at F5 Networks (EVP & GM, Security & Distributed Cloud, 2021–2023) and Splunk (SVP & GM, Security Markets, 2014–2020). She holds MS and BS degrees in Computer Science from Florida Atlantic University, studied at Tsinghua University, and completed the Stanford GSB Executive Program in General Management in 2012 . The Board classifies all directors other than the CEO as independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F5 Networks | EVP & GM, Security & Distributed Cloud | Jan 2021–Mar 2023 | Led multi-cloud application security business |
| Splunk, Inc. | SVP & GM, Security Markets | Feb 2014–Dec 2020 | Built security business and scaled revenue to >$1B |
| Hewlett Packard (ArcSight BU) | Engineering & GM roles | 2010–2014 | Joined HP with ArcSight acquisition in 2010 |
| ArcSight | VP Engineering & Product | Five years through 2010 | Led engineering/product; joined HP upon acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp | EVP & GM, CloudOps Business | Apr 2023–Present | Executive operator role (not a directorship) |
No other public company board roles are disclosed for Ms. Song in the 2024/2025 proxies .
Board Governance
- Committee assignments (2025 proxy): Compensation Committee member; Cybersecurity Committee member; Sustainability, Social Responsibility & Governance (SSG) Committee member; not a chair .
- Independence: The Board determined that all directors other than the CEO are independent under Nasdaq and SEC rules .
- Attendance and engagement: In 2024 the Board held 9 meetings; every director attended at least 75% of aggregate Board and committee meetings. The Board held 3 executive sessions of independent directors .
- Committee activity levels (2024): Audit met 9 times; Compensation met 5 times; SSG met 4 times; Cybersecurity convenes ad hoc; all committee members are independent .
- Term classification: Class II director; term expires 2026 .
Fixed Compensation
Program structure for non-employee directors:
- Annual cash retainer: $75,000
- Committee member retainer (single retainer regardless of number of committees): $7,500
- Committee chair retainers: Audit $16,000; Compensation $16,000; SSG $10,000
- Chair of the Board additional retainer: $75,000
- Annual equity grant: $200,000 in restricted stock, vesting the day before the next annual meeting; shares calculated using the 20-day trailing average price .
2024 actual director compensation for Haiyan Song:
| Component | Amount |
|---|---|
| Fees Earned (cash) | $82,500 |
| Stock Awards (grant-date fair value) | $189,203 |
| Total | $271,703 |
| Unvested restricted shares at 12/31/2024 | 4,723 |
Interpretation: Ms. Song received base retainer plus a single committee-member retainer (consistent with the program’s “one committee retainer” rule) and the standard time-based annual equity award .
Performance Compensation
- Directors receive time-based restricted stock; no performance-based metrics apply to director equity vesting (vests pre–next annual meeting) .
| Performance Metric Category | Applies to Director Pay? | Notes |
|---|---|---|
| Financial metrics (Revenue, EPS, TSR) | No | Director equity is time-based restricted stock |
| ESG/Strategic scorecards | No | Not disclosed for directors |
| Option awards/performance options | No | Not disclosed for directors; annual grant is restricted stock |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Song |
| Compensation Committee interlocks | Company discloses no Compensation Committee interlocks for FY2023; no committee member was an officer/employee of CSG; no CSG executive served on a board/comp committee employing any CSG Compensation Committee member |
Expertise & Qualifications
- Nearly 30 years in enterprise software, SaaS, and cybersecurity; APAC focus .
- Built and scaled Splunk’s security business to >$1B annual revenue; recognized as one of the “Most Powerful Women in Tech” (2016) by the National Diversity Council .
- Technical credentials: MS/BS Computer Science (Florida Atlantic), Tsinghua University studies, Stanford GSB Executive Program (2012) .
- Committee service aligned to skillset (Compensation, Cybersecurity, SSG) .
Equity Ownership
- Share ownership guidelines: Directors must hold shares equal to 5x annual cash retainer; compliance status 100% for non-employee directors as of 12/31/2024. Directors may not sell shares (including net shares from vesting/exercise) until guidelines are met, with limited exceptions .
Beneficial ownership:
| As-of Date | Total Beneficially Owned Shares | % of Outstanding | Unvested Restricted Shares | Shares Outstanding (reference) |
|---|---|---|---|---|
| Feb 29, 2024 | 14,752 | <1% | 4,060 | 29,363,471 |
| Feb 28, 2025 | 19,475 | <1% | 4,723 | 28,773,311 |
No Section 16(a) filing delinquencies were reported for Ms. Song; 2024 late filings noted only for two executives (Michael Woods and Hai Tran) .
Governance Assessment
- Board effectiveness: Song sits on three core committees (Compensation, Cybersecurity, SSG), matching her cybersecurity and software operating expertise; committee and board workloads appear robust (Comp 5, SSG 4, Audit 9; Board 9 meetings in 2024). Board also holds regular executive sessions, supporting independent oversight .
- Independence and alignment: Classified independent; director pay mix favors equity via annual restricted stock; strong ownership policy (5x retainer) with full compliance and sale restrictions until guidelines are met, supporting alignment with shareholders .
- Compensation governance: As a member of the Compensation Committee, Song joins an all-independent committee that uses an independent consultant (Semler Brossy) with no conflicts, and provides a committee report—positive indicator for pay oversight .
- Shareholder sentiment: 97.5% support on 2024 say‑on‑pay suggests broad investor confidence in compensation governance .
- Conflicts/related parties: Company reports no related party transactions in 2024; none proposed, reducing conflict risk .
- RED FLAGS: None identified for Ms. Song based on disclosed materials (no related-party exposure, no attendance red flags, no Section 16 issues; director equity is time-based and not repriced) .
Additional governance context: The company discloses a clawback policy and limitations/guidelines on simultaneous public board service; CD&A references an anti‑hedging/anti‑pledging policy (policy content referenced in CD&A table of contents) .