Silvio Tavares
CSG SYSTEMS INTERNATIONALAbout Silvio Tavares
Independent director since May 2020 (Class III; term expires 2027), age 54. President & CEO of VantageScore since October 2021, with deep payments and analytics experience; chairs CSGS’s Compensation Committee and serves on the Audit Committee, where he is designated an Audit Committee Financial Expert. Education: JD (Boston University School of Law), MBA (Boston College Carroll School of Management), BA in Electrical & Computer Engineering (Tufts University). The Board has determined he is independent under Nasdaq and SEC rules. Skills include 15+ years in payments, 15+ patents, strong financial and capital markets background.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Commerce Alliance (Trade Association) | President & CEO | Aug 2013–Sep 2021 | Led the industry trade body; later Chair of the Board (see External Roles); authored 15+ patents in payments/commerce/analytics. |
| Visa, Inc. | SVP & Global Head, Information Products | 2012–2013 | Executive leadership in payments data products. |
| First Data (now Fiserv) | SVP & Head, Global Information & Analytics | 2006–2012 | Built analytics capabilities across financial services. |
| CPI Card Group | Director | 2016–2018 | Public company board experience. |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| VantageScore | President & CEO | Oct 2021 | Credit scoring and analytics company. |
| Federal Home Loan Bank of San Francisco | Independent Director | Jan 2024 | Public-sector financial institution board membership. |
| Digital Commerce Alliance (Trade Association) | Chair of the Board | Sep 2021 | Industry leadership role. |
Board Governance
- Committees: Compensation (Chair); Audit (Member); not listed on Cybersecurity or SSG. Audit Committee met 9 times in 2024; Compensation Committee met 5; SSG met 4.
- Audit Committee Financial Expert designation: Barnes, Cooper, Tavares, Yang, Greenberg.
- Independence: All directors except the CEO are independent; Board is majority independent with independent Chair.
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; 3 executive sessions of independent directors were held; all directors attended the 2024 Annual Meeting.
- Risk oversight: Committees have defined risk domains (Audit—financial/reporting/controls; Compensation—exec comp programs & succession except CEO; SSG—governance/ESG/CEO succession; Cybersecurity—data/cyber risk).
- Evaluation & practices: Structured annual Board and director evaluations; meaningful share ownership guidelines; clawback policy; limits/guidelines on simultaneous service on other public boards; independent compensation consultant.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $75,000 | Paid quarterly in advance, subject to continued service. |
| Committee member retainer | $7,500 | Only one member retainer regardless of number of committees served. |
| Compensation Committee chair retainer | $16,000 | Chair-specific annual retainer. |
| Total cash fees earned (Tavares) | $98,500 | Reported fees earned for 2024. |
Performance Compensation
- Annual equity grant to non-employee directors: $200,000 in restricted stock; shares calculated using a 20‑day trailing average price; vest on the day immediately preceding the next Annual Meeting.
- 2024 grant for Tavares: 4,723 restricted shares; grant-date fair value $189,203; 4,723 shares unvested at 12/31/2024; no other awards outstanding.
- No performance-conditioned director awards (e.g., PSUs/options) disclosed; equity is time-based RSUs.
Other Directorships & Interlocks
| Company | Relationship to CSGS | Potential Interlock/Conflict Commentary |
|---|---|---|
| Federal Home Loan Bank of San Francisco (Director) | Financial institution; CSGS is enterprise software/customer engagement | Distinct industry; low direct commercial overlap disclosed. |
| Digital Commerce Alliance (Chair) | Trade association | Industry network role; not a commercial counterparty to CSGS. |
| CPI Card Group (former Director) | Card manufacturing; prior role | Historical; no current interlock. |
- Related party transactions: None in 2024 under Item 404; Audit Committee oversees related-party review.
Expertise & Qualifications
- Degrees: JD (Boston University), MBA (Boston College), BA Electrical & Computer Engineering (Tufts).
- Technical/industry: 15+ years in payments; 15+ issued/pending patents; executive roles in data analytics; capital markets attorney and investment banker.
- Board skills matrix: Accounting/Financial Management, Corporate Governance, M&A, Executive Leadership, Strategy, Technology/Innovation—Board collectively strong, with Tavares listed as Audit Committee Financial Expert.
Equity Ownership
| Metric (as of Feb 28, 2025) | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 19,475 | Includes restricted shares per SEC rules. |
| Unvested restricted shares | 4,723 | Listed separately; holders may vote but cannot sell until vest. |
| Vested shares (derived) | 14,752 | Beneficial minus unvested restricted. |
| % of shares outstanding | <1% | Company notes “Less than 1%”; 28,773,311 shares outstanding. |
| Director ownership guideline | 5x annual cash retainer | Updated Feb 2024; compliance at 100% for non-employee directors. |
| Trading/pledging policy | Anti-hedging and anti-pledging policy in place | Governance practice disclosed. |
Insider Trades and Section 16 Compliance
| Person | Late Filings in 2024 | Notes |
|---|---|---|
| Silvio Tavares | None disclosed | Company disclosed late Forms 4 for Hai Tran and Michael Woods; no mention of Tavares. |
| Context | Late filers named | Woods (Feb 29, 2024 filed Mar 12); Woods & Tran (Mar 28, 2024 filed Apr 3). |
Governance Assessment
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Strengths
- Independent director and Compensation Committee Chair with Audit Committee Financial Expert designation; committee processes include independent consultant (Semler Brossy) with no conflicts.
- Solid engagement: ≥75% meeting attendance; Board held 9 meetings and 3 executive sessions; strong governance practices and ownership/clawback policies.
- Shareholder support: 97.5% say‑on‑pay approval in 2024 under committee oversight—positive signal for pay practices.
- Ownership alignment: Complies with 5x retainer guideline; unvested RSUs subject to holding/vesting; anti‑hedging/pledging policy.
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Potential Risks/Watch Items
- Time commitments: Concurrent external CEO role (VantageScore) plus committee chair duties may pose bandwidth considerations; Board maintains limits/guidelines on simultaneous public board service.
- Industry ties: Extensive payments/financial services background; no related-party transactions disclosed but continue monitoring for any business with entities where he has a financial interest.
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Compensation Structure Observations
- Director pay mix is primarily fixed cash plus time-based RSUs; no meeting fees; one committee member retainer regardless of number of committees—simplifies incentives and limits pay inflation.
- Program unchanged in 2024 per market analysis; SSG Committee reviews competitiveness.
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RED FLAGS
- None disclosed: No related-party transactions; no Section 16 delinquencies for Tavares; no option repricing or tax gross-ups in governance practices.