Michael Woods
Executive Vice President and President of Communications, Media and Technology at 
CSG SYSTEMS INTERNATIONAL
CSG SYSTEMS INTERNATIONALExecutive
About Michael Woods
Michael Woods is Executive Vice President and President of Communications, Media and Technology at CSG, promoted on February 13, 2024; he is 40 years old as of the 2024 proxy disclosure . Company performance context under his tenure includes revenue of $1.197 billion in 2024, with multi‑year incentives linked to non‑GAAP EPS, revenue, organic revenue growth, and relative TSR; CSG’s 2022–2024 TSR award vested at 100% based on a 54th percentile ranking and was capped due to negative absolute TSR . Shareholders supported pay practices strongly, with 97.5% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSG Systems International | EVP & President, Communications, Media and Technology | 2024–present | Bonus metrics tied to NA CMT and Customer Experience performance (revenue, bookings, direct margin) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $350,000 | $400,000 (effective Jan 1, 2024) |
| Target Bonus % | 70% | 75% |
| Actual Annual Bonus ($) | — | $289,515 |
| People & Culture Modifier | — | 0.0% |
| 2024 “All Other Compensation” components | Amount ($) |
|---|---|
| Company 401(k) retirement plan contributions | $18,975 |
| Accrued dividends on unvested RS | $25,219 |
| Perquisites or other benefits | $777 |
| Total | $44,971 |
Performance Compensation
Annual Bonus Structure and Outcome (2024)
| Metric (business) | Weighting | Target | Actual | Payout % | Vesting/Timing |
|---|---|---|---|---|---|
| NA CMT Recognized Revenue | 20% | Not disclosed | Not disclosed | 96.5% (weighted outcome, excl. People & Culture) | Annual bonus |
| NA CMT Sales Bookings | 15% | Not disclosed | Not disclosed | 96.5% | Annual |
| NA CMT Direct Margin | 15% | Not disclosed | Not disclosed | 96.5% | Annual |
| CX Recognized Revenue | 20% | Not disclosed | Not disclosed | 96.5% | Annual |
| CX Sales Bookings | 15% | Not disclosed | Not disclosed | 96.5% | Annual |
| CX Direct Margin | 15% | Not disclosed | Not disclosed | 96.5% | Annual |
Company performance grid for 2024 bonus context:
| Company Metric | 2024 Minimum Threshold (30% payout) | 2024 Target (100%) | 2024 Maximum (200%) | 2024 Actual | Company Performance % |
|---|---|---|---|---|---|
| Revenue less Transaction Fees ($mm) | $1,093.0 | $1,137.0 | $1,177.0 | $1,099.4 | 60.3% |
| Non‑GAAP Adjusted Operating Margin % | 17.0% | 17.25% | 18.15% | 18.15% | 60.3% |
Long‑Term Incentive (LTI) Structure and 2024 Grants
LTI design includes performance‑based restricted stock tied to two‑year non‑GAAP EPS, total revenue, average annual YoY organic revenue growth, and three‑year rTSR vs Russell 2000; plus time‑based RS vesting ratably over 3 years .
| Grant Date | Award Type | Target Shares (#) | Max Shares (#) | Fair Value ($) |
|---|---|---|---|---|
| Jan 10, 2024 | Time‑based RS | 1,900 | — | $96,330 |
| Mar 10, 2024 | Performance RS (2‑yr financial) | 5,885 | 11,770 | $312,376 |
| Mar 10, 2024 | Performance RS (3‑yr rTSR) | 1,962 | 3,924 | $110,971 |
| Mar 10, 2024 | Time‑based RS | 5,231 | — | $277,661 |
Historic performance awards outcomes (companywide context):
- 2023 two‑year financial LTI paid 129.4% weighted achievement (EPS 200% on $4.72 vs $3.85 target; revenue 58.8% on $1,197.2mm vs $1,300mm target; capped at 200%) .
- 2022 three‑year rTSR vested at 100% with 54th percentile rank; payout capped at 100% due to negative absolute TSR .
Equity Ownership & Alignment
| Ownership Snapshot | As of | Shares |
|---|---|---|
| Total common stock beneficially owned | Feb 28, 2025 | 27,221; less than 1% of outstanding |
| Restricted shares not yet vested | Feb 28, 2025 | 19,045 |
Stock ownership guidelines: Executive Vice Presidents must hold stock equal to 3x base salary; compliance status as of Dec 31, 2024 was 100% for EVPs and CEO . Hedging and pledging are prohibited under CSG’s Insider Trading Policy .
Outstanding equity awards (Dec 31, 2024):
| Grant Date | Unvested Time‑based RS (#) | Market Value ($) | Unearned Perf/Market RS (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| Mar 10, 2021 | 401 | $20,495 | — | — |
| Mar 10, 2022 | 613 | $31,330 | 306 (rTSR max basis) | $15,640 |
| May 10, 2022 | 534 | $27,293 | — | — |
| Mar 10, 2023 | 2,802 | $143,210 | 2,102 (financial) | $107,433 |
| Mar 10, 2023 | — | — | 700 (rTSR) | $35,777 |
| Jan 10, 2024 | 1,900 | $97,109 | — | — |
| Mar 10, 2024 | 5,231 | $267,356 | 11,770 (financial) | $601,565 |
| Mar 10, 2024 | — | — | 3,924 (rTSR) | $200,556 |
| Note: Market values above use $51.11 per share closing price on Dec 31, 2024; perf/market award counts shown at 200% max level per disclosure . |
Employment Terms
- Executive Severance Plan (ESP): On a qualifying termination (other than cause, death, disability, or for good reason), executives receive severance equal to 100% of base salary and 100% of target bonus, COBRA lump sum for 18 months, pro‑rata annual bonus if terminated on/after June 1, and pro‑rata vesting of unvested RS/PRS based on service and actual performance; CEO has 200% base salary under ESP . Under a qualifying termination within 18 months of a change in control (double‑trigger), severance equals 200% of base salary and target bonus (300% for CEO and certain executives), pro‑rata target bonus, full vesting of unvested time‑based and performance‑based equity at target (rTSR measured to date of change in control), plus COBRA lump sum .
- Michael Woods estimated payouts (assuming termination at Dec 31, 2024):
- Qualifying termination unrelated to change in control: Cash $700,000; pro‑rata annual bonus $300,000; pro‑rata acceleration of time‑based RS $352,761; pro‑rata acceleration of perf/market LTI $781,421; COBRA $46,908; total $2,181,090 .
- Qualifying termination after change in control (within 18 months): Cash $1,400,000; pro‑rata annual bonus $300,000; acceleration of time‑based RS $586,794; acceleration of perf‑based RS at target $480,485; COBRA $46,908; total $2,814,187 .
- Clawback policy: Adopted in Nov 2023; enables recovery of erroneously awarded incentive compensation (cash and equity) in connection with material restatements; also applies to severance payments under ESP .
- Anti‑hedging/pledging: Employees and directors are prohibited from hedging or pledging CSG securities; short sales and monetization transactions are disallowed .
- No single‑trigger vesting, no excise tax gross‑ups: Equity plans do not allow single‑trigger change‑in‑control vesting; employment/severance agreements provide no excise tax gross‑ups .
Risk Indicators & Red Flags
- Late Section 16(a) filings: Michael Woods had two late Form 4 filings (one for a Feb 29, 2024 transaction filed Mar 12, 2024; one for a Mar 28, 2024 transaction filed Apr 3, 2024), indicating process‑risk around timely reporting; Hai Tran also had one late filing on Mar 28, 2024 .
- Governance mitigants: Strong anti‑hedging/pledging, no single‑trigger equity vesting, no tax gross‑ups, robust ownership guidelines with EVP requirement at 3x salary and reported compliance .
Compensation Peer Group (Benchmarking)
- 2024 peer group (16 companies): ACI Worldwide; Black Knight; Blackbaud; Ebix; Evertec; ExlService Holdings; Green Dot; Manhattan Associates; Pegasystems; Perficient; Progress Software; Sabre; TTEC; Verint Systems; WEX; Zuora .
- Committee targets total direct compensation around the peer median; Semler Brossy serves as independent compensation consultant .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay passed with 97.5% approval; director election also received strong support at the 2024 Annual Meeting . The 2025 proxy reiterates 97.5% approval of the 2024 say‑on‑pay proposal .
Investment Implications
- Alignment: Woods’ pay is materially at‑risk via annual metrics for NA CMT/CX and multi‑year LTI tied to EPS, revenue, organic growth, and rTSR, with clawback coverage and no hedging/pledging allowed—supporting shareholder alignment .
- Retention and supply overhang: Unvested RS and performance awards are sizable (e.g., 19,045 restricted shares not vested as of Feb 28, 2025; multiple 2024 grants vest annually/at performance periods), which can create periodic selling pressure upon vesting, though ownership guidelines and anti‑pledging reduce misalignment risk .
- Change‑in‑control economics: Double‑trigger severance and equity acceleration imply meaningful payouts under a transaction; investors should factor $2.8 million estimated CIC package for Woods when evaluating deal scenarios .
- Process risk: Two late Form 4s in 2024 are a modest governance blemish; continued monitoring of insider reporting timeliness is warranted .