Marwan Fawaz
CSG SYSTEMS INTERNATIONALAbout Marwan Fawaz
Independent director at CSG Systems International since March 2016; Chair-elect of the Board subject to re‑election at the May 2025 Annual Meeting; age 62; MS in Electrical & Communication Engineering and BS in Electrical Engineering from California State University, Long Beach; deep operating/technology credentials across cable, telecom, broadband, and consumer tech . The Board has determined he is independent under Nasdaq/SEC rules; the Board favors an independent Chair and selected Fawaz to succeed Ronald Cooper to strengthen independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nest Labs (Alphabet) | Chief Executive Officer | Jun 2016 – Aug 2019 | Led smart home platform within Alphabet; senior operating role . |
| Google/Alphabet | Executive Advisor | Sep 2019 – Jun 2022 | Strategic advisory across Alphabet tech businesses . |
| Google/Motorola Home | EVP & Chief Executive Officer | 2012 – 2013 | Led home business post-Motorola integration . |
| Charter Communications | EVP Strategy & Operations; Chief Technology Officer | 2006 – 2011 | Technology and operations leadership at major cable operator . |
| Adelphia Communications | SVP & Chief Technology Officer | 2003 – 2006 | CTO responsibilities during industry consolidation . |
| MediaOne | VP Engineering & Operations | Not disclosed | Network engineering/operations leadership . |
| Synacor, Inc. | Board Member | Mar 2012 – Jan 2021 | Public company board experience in media/tech . |
| Sarepta Advisors | Founder & Principal | Not disclosed | Advisory leadership in telecom/media technology . |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| NRG Energy (NYSE: NRG) | Board Member | Nov 2023 | Current public board; Fortune 500 energy company . |
| Ubicquia, Inc. | Board Member | Dec 2022 | Private AI insights company board . |
| Synacor, Inc. | Former Board Member | Mar 2012 – Jan 2021 | Prior public board; ended 2021 . |
Board Governance
- Committees: Sustainability, Social Responsibility & Governance (SSG) Chair through the 2025 Annual Meeting; member of Cybersecurity Committee; will become Board Chair (independent) upon re‑election and then step down as SSG Chair (Rachel Barger designated Chair‑Elect of SSG) .
- Independence: All directors other than the CEO are independent; Board employs independent Chair model; Fawaz selected as Chair‑elect to ensure continuity and independent oversight .
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; three executive sessions of independent directors were held; all directors attended the 2024 Annual Meeting .
- Committee activity levels: Audit (9 meetings), Compensation (5), SSG (4); Cybersecurity convenes ad hoc for critical issues; Board receives quarterly cybersecurity reports from CIO/CISO .
- Shareholder engagement and governance practices include majority voting for directors, independent committees, ownership guidelines, clawback policy, and limitations/guidelines on simultaneous service on other public company boards .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (director) | $75,000 | Paid quarterly in advance for continued service . |
| Committee member retainer | $7,500 | One retainer regardless of number of committees . |
| Committee chair retainers | Audit $16,000; Compensation $16,000; SSG $10,000 | Annual amounts for chair service . |
| Additional retainer (Board Chair) | $75,000 | Applies to Chair of the Board . |
| 2024 fees earned — Fawaz | $92,500 | Actual 2024 cash compensation . |
Performance Compensation
| Equity Element | Grant Metrics | Vesting | 2024 Values (Fawaz) |
|---|---|---|---|
| Annual director equity grant | Restricted stock; grant sized at $200,000 | Vests on the day immediately preceding the first annual meeting after grant; shares calculated using 20‑day trailing average price . | 4,723 RS shares; grant date fair value $189,203 . |
Directors do not receive performance‑conditioned equity (e.g., PSUs) at CSG; non‑employee director equity is time‑based restricted stock only .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with CSG | Notes |
|---|---|---|
| NRG Energy | None disclosed | No related party transactions reported; energy sector distinct from CSG’s industry . |
| Ubicquia | None disclosed | Private AI insights; no CSG related party transactions reported . |
| Synacor (former) | None | Historical role ended 2021 . |
Expertise & Qualifications
- 30+ years in media, cable, telecom, and broadband with deep understanding of technology used by CSG’s largest customers; senior roles across strategy, operations, and technology .
- Public company board experience; advisory roles at global technology companies; advanced engineering education .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common) | 31,793 shares | As of Feb 28, 2025 . |
| Ownership as % of outstanding | <1% | Company outstanding shares: 28,773,311 as of Feb 28, 2025 . |
| Unvested restricted shares | 4,723 shares | As of Feb 28, 2025 . |
| Ownership guidelines | 5x annual cash retainer | Non‑employee directors must meet within five years; compliance status 100% for directors as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging/pledging . |
Governance Assessment
- Board effectiveness: Fawaz’s elevation to independent Chair enhances agenda setting, risk oversight, and independent evaluation of the CEO; complements his SSG leadership and cybersecurity oversight experience .
- Independence and attendance: Independent status under Nasdaq/SEC; at least 75% meeting attendance; strong engagement via executive sessions and all directors attending the 2024 Annual Meeting .
- Compensation alignment: Balanced director pay structure (cash plus time‑based equity) with robust share ownership policy; Fawaz’s 2024 total director compensation of $281,703 reflects standard program; equity vests annually before the next meeting which promotes alignment without short‑term gaming .
- Conflicts/related party exposure: Audit Committee oversees related party transactions; none reported in 2024; no disclosures indicating conflicts tied to Fawaz’s external boards (NRG, Ubicquia) .
- Shareholder confidence signals: 2024 say‑on‑pay support was 97.5% (for NEOs), indicating broad investor support for compensation governance; clawback policy updated in Nov 2023; anti‑hedging/pledging policy in place .
- RED FLAGS: None disclosed for Fawaz regarding attendance issues, related‑party transactions, hedging/pledging, or delinquent Section 16 filings; late filings in 2024 were limited to two other executives (Woods and Tran) and were subsequently remedied .