Rasmani Bhattacharya
CSG SYSTEMS INTERNATIONALAbout Rasmani Bhattacharya
Executive Vice President and Chief Legal Officer at CSG, age 56, leading legal, compliance, and procurement; joined CSG in January 2022 after serving as EVP, General Counsel & Corporate Secretary at Gates Corporation and starting her career as a corporate lawyer at Vinson & Elkins LLP. She holds a BA in Economics and Foreign Affairs and a JD, both from the University of Virginia . Company-level performance over her tenure: revenue rose from $1,169.3M in 2023 to $1,197.2M in 2024 (+2.4% YoY), while Company TSR values were 117.44 (2022), 111.64 (2023) and 110.00 (2024) based on a $100 initial investment; GAAP net income was $66.3M (2023) and $86.9M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSG | EVP & Chief Legal Officer | 2022–present | Leads legal, compliance, and procurement; experience negotiating complex, multi‑jurisdictional transactions . |
| Gates Corporation | EVP, General Counsel & Corporate Secretary | 2015–2017 | Led global legal, M&A, IP, regulatory, compliance, insurance, and environmental matters . |
| Vinson & Elkins LLP | Corporate Lawyer | Not disclosed | Early career in Houston office; complex transactional legal foundation . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 440,000 | 75% | 198,990 |
| 2023 | 425,000 | 75% | 364,013 |
Additional 2024 “All Other Compensation” details: 401(k) contributions $18,975, accrued dividends on unvested equity $50,702, perquisites $343; total “All Other Compensation” $70,020 .
Performance Compensation
Annual Performance Bonus (2024)
| Component | Target/Definition | Actual (2024) | Payout Impact |
|---|---|---|---|
| Company Performance Percentage Achieved | 100% at target; formula links base salary × target bonus × achieved company % | 60.3% | Reduces payout vs target |
| People & Culture Modifier | Company-level modifier in formula | 0.0% | No incremental impact |
| Individual Performance Percentage Achieved | Capped at 100% | 100% | Full individual component achieved |
| Total Annual Bonus Earned | Dollar payout | $198,990 | Result of formula inputs above |
Equity LTI Structure (2024 grants)
| Award Type | Grant Date | Target Shares (#) | Maximum Shares (#) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Two‑Year performance‑based LTI | Mar 10, 2024 | 11,349 | 22,698 | Earned at end of two‑year period; payout 0%–200% depending on performance | Non‑GAAP EPS, Total Revenue, Avg annual YoY organic revenue growth; targets set but not publicly disclosed; capped at 100% if absolute TSR is negative |
| Three‑Year rTSR LTI | Mar 10, 2024 | 3,783 | 7,566 | Earned at end of three‑year period (ending Dec 31, 2026); 0%–200% based on rTSR vs Russell 2000; payout capped at 100% if absolute TSR negative | Relative TSR vs Russell 2000 |
| Time‑based RSU | Mar 10, 2024 | 10,088 | N/A | Vests in three equal annual installments starting first anniversary of grant | Retention-focused, full‑value award |
Outstanding Equity Awards at Fiscal Year‑End (values at $51.11/share)
| Grant Date | Type | Not Vested (#) | Market Value ($) | Unearned PSUs/TSR (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| Mar 10, 2022 | Time‑based RSU | 1,715 | 87,654 | — | — |
| Mar 10, 2022 | TSR PSU | — | — | 1,714 | 87,603 |
| Oct 10, 2022 | Time‑based RSU | 612 | 31,279 | — | — |
| Oct 10, 2022 | TSR PSU | — | — | 1,374 | 70,225 |
| Mar 10, 2023 | Time‑based RSU | 3,908 | 199,738 | — | — |
| Mar 10, 2023 | Two‑Year PSU | — | — | 13,192 | 674,243 |
| Mar 10, 2023 | TSR PSU | — | — | 4,396 | 224,680 |
| Mar 10, 2024 | Time‑based RSU | 10,088 | 515,598 | — | — |
| Mar 10, 2024 | Two‑Year PSU | — | — | 22,698 | 1,160,095 |
| Mar 10, 2024 | TSR PSU | — | — | 7,566 | 386,698 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Feb 28, 2025) | 45,075 shares; <1% of outstanding (28,773,311 shares outstanding) |
| Restricted shares not vested (Feb 28, 2025) | 33,653 |
| Ownership guidelines | Executive Vice Presidents: 3× base salary minimum; measured via 20‑day trailing average |
| Compliance status | All non‑employee directors, CEO, and EVPs are in compliance (subject to grace periods and transfer limitations) |
| Hedging/pledging | Prohibited under company policy |
Employment Terms
Executive Severance Plan – Cash/Equity/Benefits (as of Dec 31, 2024)
- Multiples and triggers:
- Qualifying termination unrelated to change in control: 1× base salary + 100% of target bonus; pro‑rated actual bonus if terminated after June 1; pro‑rated vesting of unvested time‑based equity; pro‑rated performance equity remains eligible post‑period based on actual performance; 18 months of COBRA .
- After change in control within 18 months (double‑trigger): 2× base salary + 2× target bonus; pro‑rated target annual bonus; full acceleration of time‑based equity; performance-based equity accelerates at target; 18 months COBRA; subject to Sections 280G/4999 limitations .
- “Cause” includes breaches of restrictive covenants (confidentiality, non‑compete, non‑solicit), misconduct, felony, materially inaccurate certifications, etc. .
- No single‑trigger change‑in‑control vesting of equity awards; no income tax gross‑ups .
Estimated Benefits – Qualifying Termination Unrelated to Change in Control
| Component | Amount |
|---|---|
| Cash amount (1× base + 100% target bonus) | $770,000 |
| Pro‑rata annual performance bonus | $330,000 |
| Pro‑rata acceleration of time‑based restricted stock | $484,881 |
| Pro‑rata acceleration of performance/market‑based LTI | $781,421 |
| COBRA (18 months) | $16,024 |
| Total | $2,382,325 |
Estimated Benefits – Qualifying Termination After Change in Control (within 18 months)
| Component | Amount |
|---|---|
| Cash amount (2× base + 2× target bonus) | $1,540,000 |
| Pro‑rata annual performance bonus | $330,000 |
| Acceleration of time‑based restricted stock | $834,269 |
| Acceleration of performance‑based LTI (at target) | $1,301,772 |
| COBRA (18 months) | $16,024 |
| Total | $4,022,064 |
Clawback policy (Nov 2023): permits recoupment of incentive‑based compensation (cash, time‑based stock, performance‑based stock) in case of a material restatement due to noncompliance with financial reporting requirements; applies to current and former executive officers and severance‑paid incentive compensation .
Compensation Structure Analysis
- Year‑over‑year mix: Salary increased from $425,000 (2023) to $440,000 (2024) ; stock awards rose from $781,536 (2023) to $1,351,842 (2024), while non‑equity bonus fell from $364,013 (2023) to $198,990 (2024), reflecting lower company performance percentage (60.3%) .
- Program design emphasizes at‑risk, performance‑based equity (two‑year financial PSUs and three‑year rTSR PSUs) plus time‑based RSUs for retention; no stock option repricing and no single‑trigger CiC vesting .
- Bonus formula combines company performance, People & Culture modifier, and individual performance; all NEOs were assigned 100% individual performance in 2024, but People & Culture modifier was 0% and company performance was 60.3% .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 97.5% .
- Governance practices include meaningful share ownership, clawbacks, prohibition of hedging/pledging, no tax gross‑ups, no single‑trigger CiC vesting, and independent compensation consultant engagement .
Employment & Tenure
- Start date at CSG: January 2022; current role EVP & Chief Legal Officer .
- Responsibilities: leads legal, compliance, and procurement; deep expertise in complex, multi‑jurisdictional transactions (JVs, restructurings, strategic partnerships) .
Investment Implications
- Alignment: Strong due to 3× salary ownership requirement (in compliance), multi‑year PSUs tied to Non‑GAAP EPS, revenue, organic growth, and rTSR; hedging/pledging prohibited—reduces misalignment risk .
- Retention risk: Moderate—significant unvested RSUs/PSUs outstanding and standard severance protection; double‑trigger CiC benefits could be sizable if termination occurs within 18 months post‑deal .
- Near‑term flow/overhang: Time‑based RSUs vest annually in three tranches beginning one year after grant; monitor vest dates (e.g., 2024 grant on Mar 10, 2024) for potential selling pressure; note accrued dividends on unvested equity indicate ongoing sizable restricted holdings .
- Event‑driven watch: CSG announced a transaction for NEC to acquire CSG (Oct 29, 2025); if the acquisition closes, CiC provisions imply accelerated vesting at target for performance equity and enhanced cash severance upon qualifying termination—material for executive incentives and share overhang [18] [16] .
- Program quality: High say‑on‑pay support (97.5%) and governance features (clawbacks, no gross‑ups, no single‑trigger) suggest shareholder‑friendly design; pay outcomes in 2024 show sensitivity to company performance (60.3% achieved), indicating real at‑risk pay .