Rachel Barger
CSG SYSTEMS INTERNATIONALAbout Rachel Barger
Independent Class II director since August 2022 (term expires 2026); age 47. Currently President, Go To Market at UKG (May 2024–present); previously senior sales and go-to-market leadership roles at Cisco, SAP, and Lithium Technologies. Education: MBA, Australian Graduate School of Management (UNSW); BS Chemical Engineering, University of Delaware. The Board has determined she is independent under Nasdaq and SEC rules; she is Chair-Elect of the Sustainability, Social Responsibility, and Governance (SSG) Committee effective at the conclusion of the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | SVP, Americas Sales | May 2022–May 2024 | Led largest geography spanning 17 countries . |
| Cisco Systems | SVP, Global Enterprise Sales | Oct 2020–May 2022 | Global enterprise sales leadership . |
| SAP | President & Managing Director, Southeast Asia | Jan 2020–Oct 2020 | Regional P&L leadership . |
| SAP | COO, Asia Pacific Japan | Apr 2018–Jan 2020 | Operations oversight across APJ . |
| SAP | Regional VP of Sales | 2016–2018 | Enterprise sales leadership . |
| Lithium Technologies | GM, EMEA; VP Global Strategic Accounts | 2014–2016 | EMEA market expansion, strategic accounts . |
| SAP Ariba | Senior positions | 2004–2013 | Enterprise software and procurement solutions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UKG | President, Go To Market | May 2024–present | Global Sponsor for UKG’s FireUP (Women in Business) and PRIDE ERGs . |
Board Governance
- Committee assignments: Member, SSG Committee; Chair-Elect of SSG Committee effective after the 2025 Annual Meeting .
- Independence: Board determined all directors except CEO are independent; Barger is independent .
- Attendance: In 2024, the Board held 9 meetings and “each director attended at least 75%” of Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Committee activity: Audit (9 meetings), Compensation (5), SSG (4); Cybersecurity Committee convenes ad hoc; all committee members are independent .
- Board leadership: Independent Chair (transitioning from Ronald Cooper to Marwan Fawaz post-2025 Annual Meeting) .
- Executive sessions: Three independent-director sessions in 2024 .
- Governance practices include majority voting in uncontested elections, meaningful share ownership guidelines, anti-hedging/anti-pledging, independent committees, and limits/guidelines on simultaneous service on other public company boards .
Fixed Compensation
| Component | CSGS Program Terms | 2024 Amount (Barger) |
|---|---|---|
| Annual Director Cash Retainer | $75,000 (paid quarterly, advance) | $82,500 (includes committee member retainer) |
| Committee Member Retainer | $7,500 (one retainer regardless of # committees) | Included in above |
| Committee Chair Retainer (SSG) | $10,000 (SSG Chair) | N/A in 2024 (Chair-Elect; chair effective post-2025 AGM) |
| Chair of the Board Add’l Retainer | $75,000 | N/A |
| Meeting Fees | None disclosed | None disclosed |
Notes: 2024 total fees and stock awards for Barger were $82,500 fees and $189,203 stock awards; total $271,703 .
Performance Compensation
| Equity Element | Grant Detail | Vesting | 2024 Amount |
|---|---|---|---|
| Annual Equity for Non-Employee Directors | $200,000 grant; restricted stock; shares calculated using 20-day trailing average price | Vests on the day immediately preceding first annual general meeting after award | 4,723 shares; grant date fair value $189,203 (ASC 718) |
Performance metrics: Non-employee director equity is time-based restricted stock; no performance metrics are tied to director compensation grants (performance-based metrics apply to NEO LTIs, not directors) .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Barger . |
- Related-party transactions: The Audit Committee reported no related party transactions in 2024 requiring disclosure under Item 404 (reduces conflict risk) .
Expertise & Qualifications
- 20+ years in technology across ERP, customer engagement, enterprise networking, cybersecurity, and collaboration; global general management in sales, marketing, channels, customer success, implementation, and consulting .
- Multi-region leadership (Asia, Europe, Americas) and sector breadth (technology, mining, oil & gas, communications, manufacturing, retail) .
- Advanced education (MBA, UNSW; BS Chemical Engineering, Delaware) supports analytical and operational governance contributions .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (Feb 28, 2025) | 11,447 shares; <1% of outstanding |
| Unvested restricted shares (Feb 28, 2025) | 4,723 shares |
| Unvested restricted shares (Dec 31, 2024) | 4,723 shares |
| Ownership guidelines | Directors: 5x annual cash retainer; compliance status 100% (as of Dec 31, 2024) |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Delinquent Section 16(a) filings (2024) | None reported for Barger; two executives (Woods, Tran) had late filings, later cured |
| Anti-hedging/anti-pledging policy | Directors prohibited from hedging or pledging CSG stock |
Governance Assessment
- Effectiveness and engagement: Independent director, incoming SSG Chair role signals elevated influence over nominations, director pay, ESG oversight, and CEO succession; attendance met Board standards in 2024 .
- Alignment: Robust director ownership guidelines (5x retainer) with full compliance; director equity is time-based restricted stock vesting annually, promoting long-term alignment without short-term targets .
- Conflicts risk: No related party transactions in 2024; anti-hedging/pledging policies reduce misalignment risks; no other public boards disclosed for Barger minimizes interlock risk .
- Compensation structure signals: Director pay mix is balanced (cash retainer + annual restricted stock), with program unchanged in 2024 after prior enhancements (Chair retainer raised to $75k; equity to $200k), consistent with market benchmarking; Semler Brossy serves as independent consultant to the Compensation Committee (no conflicts) .
- Shareholder confidence: Strong say-on-pay support (97.5%) and independent Board/committee structure support governance quality; continued ESG oversight via SSG Committee .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies for directors in 2024 .