Rajan Naik
CSG SYSTEMS INTERNATIONALAbout Rajan Naik
Rajan Naik (age 53) has served on CSG Systems International’s Board since August 2018. He is Chief Strategy Officer at Motorola Solutions (since March 2016), previously SVP/Chief Strategy Officer at AMD (2012–2015) and a Partner at McKinsey & Company (2000–2012). He holds a BS in Engineering from Cornell University and a PhD in Engineering from MIT, with deep M&A (40+ acquisitions) and corporate venture capital experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motorola Solutions | Chief Strategy Officer | Mar 2016–present | Led corporate strategy and venture investing; extensive M&A execution |
| Advanced Micro Devices (AMD) | SVP, Chief Strategy Officer | 2012–2015 | Enterprise transformations in sales effectiveness, supply chain, product development |
| McKinsey & Company | Partner (Tech/Media/Telecom) | 2000–2012 | Strategy advisory across semiconductors, enterprise software/hardware |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Evolv Technology (Nasdaq: EVLV) | Director | Nov 2023–present | Security technology board service |
| Sonim Technologies | Director (prior) | Feb 2018–Feb 2019 | Prior public company board service |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Naik is independent under Nasdaq and SEC rules .
- Committees: Member, Sustainability, Social Responsibility, and Governance (SSG) Committee .
- Committee independence: All Board committees are fully independent .
- Meeting cadence and attendance: Board met 9 times in 2024; every director attended at least 75% of Board and committee meetings. Independent director executive sessions were held three times in 2024 and are expected at least twice per year going forward .
- Governance structure: Independent Chair (Ronald Cooper through 2025 AGM; Marwan Fawaz to succeed as Chair subject to re‑election). Board emphasizes independent oversight, risk management, and limits/guidelines on simultaneous service on other public company boards .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $82,500 | $82,500 | Standard director retainer and committee member fees |
| Stock Awards (Grant-date fair value) | $203,000 | $189,203 | Annual restricted stock; shares determined by 20-day trailing average |
| Total | $285,500 | $271,703 | Year-over-year variation driven by grant-date valuation mechanics |
Director cash and equity program (non-employee directors):
- Annual cash retainer: $75,000
- Additional annual retainer for Chair of the Board: $75,000
- Additional annual retainer for committee member service: $7,500 (one per director regardless of number of committees)
- Committee chair retainers: Audit $16,000; Compensation $16,000; SSG $10,000
- Annual equity: $200,000 in restricted stock; shares calculated using 20-day trailing average; vests the day immediately preceding the next annual meeting following the award date
Performance Compensation
| Metric/Instrument | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| Annual Director Equity (Restricted Stock; shares) | 4,060 shares (per non‑employee director) | 4,723 shares (per non‑employee director) | Vests in full on the day before next AGM; computed using 20-day trailing average |
| Performance conditions | None | None | Director equity is time-based; CSG does not attach performance metrics to director grants |
Notes:
- As of year-end, non-employee directors had no other outstanding equity awards beyond the annual restricted stock grants referenced above .
Other Directorships & Interlocks
| Company | Relationship to CSG | Potential Interlock/Conflict Considerations |
|---|---|---|
| Evolv Technology (EVLV) | Unrelated industry; Naik serves as director | CSG has Board guidelines limiting simultaneous service; all committees independent; no disclosed related-party ties with EVLV |
| Motorola Solutions | Employer; Naik is CSO | No disclosed commercial relationships between CSG and Motorola Solutions; standard independence affirmed |
Expertise & Qualifications
- Strategy and M&A: Led >40 acquisitions and corporate venture capital initiatives at Fortune 500 enterprises .
- Technology breadth: Experience from semiconductors to enterprise software/hardware; operational transformations in product, supply chain, and sales effectiveness .
- Education: BS (Cornell), PhD (MIT) in Engineering, supporting technical rigor on the Board .
Equity Ownership
| Metric | Feb 29, 2024 | Feb 28, 2025 | Notes |
|---|---|---|---|
| Total shares beneficially owned | 21,070 | 25,793 | Includes shares issuable within 60 days per SEC rules |
| Ownership % of common stock | <1% | <1% | Less than 1% of outstanding shares |
| Unvested restricted shares (director grant) | 4,060 | 4,723 | Annual non-employee director award |
| Share ownership guideline status | 5x annual cash retainer; fully compliant for all directors | 5x annual cash retainer; fully compliant for all directors | Policy updated in Feb 2024; restrictions on sales until compliance met |
| Hedging/Pledging | Prohibited under Insider Trading Policy | Prohibited under Insider Trading Policy | Aligns directors with shareholder interests |
Governance Assessment
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Strengths
- Independence: Naik is independent; all committees are independent; Board led by independent Chair .
- Attendance and engagement: Board met 9 times; all directors met ≥75% attendance; regular independent executive sessions .
- Alignment: Robust share ownership guidelines (5x annual cash retainer) with full compliance; anti‑hedging and anti‑pledging restrictions .
- Compensation mix: Modest cash with primary equity via time-based restricted stock; no performance-linked director pay reduces potential short-termism .
-
Potential Risks/Watch items
- External commitments: Naik’s executive role at Motorola Solutions and service on EVLV’s board increase time demands; however, CSG maintains guidelines limiting simultaneous board service and committee independence, mitigating interlock risk .
- Year-over-year variance in director stock award fair value (reflecting market-based grant mechanics) does not indicate pay escalation but warrants continued monitoring for consistency with governance norms .
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RED FLAGS
- None disclosed regarding related-party transactions, pledging, or hedging; delinquent Section 16(a) filings were noted for two executives (not directors), with corrective filings completed . Anti‑hedging/pledging policy is explicit .