UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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CSG SYSTEMS INTERNATIONAL, INC.Systems International, Inc.

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Message from the CEO and President

April [•], 2023

In uncertain times, good companies are rewarded for resiliency, relentlessly prioritizing, and consistently delivering on commitments. I am pleased to report that CSG continues to outperform on all three dimensions. As a result, our strong, recurring revenue business model is healthier and growing faster than ever.

Our double-digit sales bookings growth and big new logo wins in 2022 prove that leading global brands in many verticals need CSG’s software-as-a-service (“SaaS”) platforms to help them wow their customers and make more money in the digital world. Our market vision is simple and yet surprisingly difficult for competitors to emulate. The majority of companies, in almost every industry, have critical unmet needs related to simplifying their business processes, optimizing insight-driven customer journeys, improving the cost and agility of highly customized technology stacks, and monetizing extraordinary customer experiences in new and better ways. CSG helps them do all this and more!

Actions Speak Louder than Words

For us, consistently delivering better and better business results is what matters most. In 2022, Team CSG did exactly that:

The Secret to CSG’s Growth Momentum

Investors often ask us to explain the reasons behind our recent uptick in success and growth. For us, it boils down to two simple concepts:

The Power of CSG’s “And, Not Or” Philosophy

CSGers understand and dedicate themselves to raising the bar on everything we do. 

We recently published our inaugural Global Impact Report to highlight CSG’s commitment to a purpose-driven culture. CSG received our first “Prime” ESG rating from Institutional Shareholder Services (“ISS”) and earned two ESG rating upgrades from MSCI with our current AA rating. We released our inaugural Sustainability Accounting Standards Board (“SASB”) report in 2022 and issued our first Task Force on Climate-Related Financial Disclosures (“TCFD”) report in early 2023.

As we commit to make meaningful progress in these important areas, we will continue providing investors, business partners, and customers with access to our ESG data within the investor relations tab on our website.

A Focused and Committed CSG

As we aspire to make 2023 our best year ever, our march to $1.5 billion in base case revenue by year-end 2025 with expanded operating leverage continues. Our commitment to win and wow global brands in a wide variety of industry verticals continues. Our relentless determination to elevate and transform every part of the Company continues. And our promise to you — with results, not just words — to deliver our best performance and fastest growth ever continues.

It truly is a blessing and a joy to do what is required to earn the respect and trust of our loyal shareholders, our valued customers, and our dedicated CSGers all around the world who bring this magic to life every day.

Wishing you each peace, joy, and tremendous success in 2023!

Best Regards,

Brian A. Shepherd

President and Chief Executive Officer

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Notice of Annual Meeting of Shareholders

May 17, 2023

We will hold a virtual shareholders meeting at www.virtualshareholdermeeting.com/CSGS2023

Agenda:

Record date:

The Board of Directors has fixed the close of business on March 22, 2023, as the record date for determining the shareholders who are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. All shareholders are cordially invited to attend the virtual meeting. There will be no physical location for shareholders to attend.

During the virtual meeting, you may vote your shares electronically. You may also submit questions in advance. Any previously submitted questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the “Investor Relations” section of our website at https://ir.csgi.com/investors/default.aspx.

If you plan to attend the meeting online, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), on your proxy card, or on the voting instructions that accompany your proxy materials. The meeting will begin promptly at 8:00 a.m. MDT. Online check-in will begin at 7:45 a.m. MDT and you should allow ample time for the online check-in procedures.

For information about attending the meeting, submitting questions in advance, voting, or getting technical support, see Questions and Answers About the 2023 Annual Meeting and Voting.

By Order of the Board of Directors of CSG Systems International, Inc.

Rasmani Bhattacharya 
Secretary
April [•], 2023

HOW TO CAST YOUR VOTE You can vote by any of the following methods:
Internet (www.proxyvote.com) until 11:59 p.m. ET on May 16, 2023		By telephone (1-800-690-6903) until 11:59 p.m. ET on May 16, 2023		By mail Complete, sign and return your proxy by mail by May 16, 2023		Online at the meeting Shareholders of record may vote during the meeting by visiting our annual meeting website.
WE ENCOURAGE YOU TO SUBMIT YOUR PROXY WELL IN ADVANCE OF THE ANNUAL MEETING, EVEN IF YOU PLAN TO ATTEND.

TABLE OF CONTENTS

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Proxy Summary

This summary highlights information contained in this proxy statement. It is intended to assist you in your review of the proposals to be acted upon at the meeting, and to provide key information about CSG Systems International, Inc. (“we”, “us”, “our”, “CSG”, or the “Company”). To find more complete information on any specific topic, please refer to the Table of Contents on the previous page.

2023 Annual Meeting

Date and Time		Virtual Meeting		Record Date
May 17, 2023 8:00 a.m. Mountain Daylight Time		www.virtualshareholdermeeting.com/CSGS2023		March 22, 2023

These proxy materials are first being made available to shareholders starting on or about April [•], 2023. 

Proposals to be Voted Upon

Proposal	Board Recommendation		Page Number For More Information
1. To elect four Class II directors		FOR Each Nominee	[__]
2. To approve, on an advisory basis, the compensation of our named executive officers		FOR	[__]
3. To approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers		FOR Every Year	[__]
4. To approve an amendment and restatement of our Amended and Restated 2005 Stock Incentive Plan		FOR	[__]
5. To approve an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law		FOR	[__]
6. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2023		FOR	[__]

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Assuming the four nominees are elected, our Board of Directors (the “Board”) will have the following ten members at the conclusion of the 2023 Annual Meeting of Shareholders (“Annual Meeting”).

OVERVIEW OF DIRECTOR SKILLS AND EXPERIENCE

Name	Age	Director Since	Occupation	Independent	Committees	Term Expires
Class II Nominees
RACHEL BARGER	45	2022	Senior Vice President, Americas Sales at Cisco Systems, Inc.		SSG	2026
DAVID G. BARNES	61	2014	Chief Financial Officer of Trimble Inc.		Audit (C)	2026
DR. RAJAN NAIK	51	2018	Chief Strategy Officer for Motorola Solutions, Inc.		SSG	2026
HAIYAN SONG	57	2020	Former Executive Vice President and General Manager at F5 Networks		Compensation SSG	2026
Continuing Directors
GREGORY A. CONLEY	68	2021	Director on the Board of TTEC Holdings and Travelport		Compensation	2025
RONALD H. COOPER	66	2006	Retired, former President and CEO of Clear Channel Outdoor Americas, Inc.		Audit	2025
MARWAN H. FAWAZ	60	2016	Former Executive Advisor to Google and Alphabet, Inc.		SSG (C)	2025
BRIAN A. SHEPHERD	55	2021	President and CEO of CSG			2024
SILVIO TAVARES	51	2020	President and CEO of VantageScore and Chairman of the Board of Digital Commerce Alliance		Audit Compensation(C)	2024
TSE LI “LILY” YANG	50	2021	Chief Financial Officer of Strava, Inc.		Audit	2024

Overview of Director Skills and Experience

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Director Independence and Diversity

The Board currently consists of eleven directors. Mr. Sica has informed the Company that he will retire in connection with the Annual Meeting and therefore, assuming the four nominees are elected, following the Annual Meeting, the Board will consist of ten directors.

The Board has determined that each director except Mr. Shepherd, our President and CEO, is an “independent director” as defined in the applicable rules of The Nasdaq Stock Market, Inc. (“Nasdaq”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). We believe that having a Board consisting of predominantly independent, experienced directors with independent oversight by a non-executive Chair (as described below) is in the best interests of the Company and its shareholders.

It is critical that we recruit and nominate independent directors who help achieve the goal of a well-rounded, diverse Board that functions respectfully as a unit. Our Board includes directors who have historical institutional knowledge of the Company and the markets we serve, complemented by newer directors who bring diversity of experience, perspectives, qualifications, and leadership to address the issues facing the Company. Over the past few years, our Board has made a concerted effort to recruit new directors to achieve the right blend between experience and continuity and new perspectives, including with respect to gender, racial, and ethnic diversity. For our directors whose terms of office will continue after the Annual Meeting, assuming the four nominees are elected, the following charts represent director independence, tenure, and diversity.

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Company Overview and Business Strategy

CSG is a leader in innovative customer engagement, revenue management, and payments solutions that make ordinary customer experiences extraordinary. Our cloud-first architecture and customer-obsessed mindset helps companies around the world launch new digital services, expand into new markets, and create dynamic experiences that capture new customers and build brand loyalty. For 40 years, CSG’s technologies and people have helped some of the world’s most recognizable brands solve their toughest business challenges and evolve to meet the demands of today’s digital economy with future-ready solutions. With over 5,700 employees around the globe, CSG is the trusted technology provider for leading global brands in telecommunications, retail, financial services, and healthcare. Our solutions deliver real world outcomes to more than 900 customers in over 115 countries.

Our award-winning solutions are built on proven public and private cloud platforms, available out-of-the-box, custom, or through end-to-end managed services.

Specifically, our SaaS solutions help our customers:

2022 Business Highlights

2022 was a strong year for CSG, proving the health and resilience of our business. We reported profitable operating results and continued to execute upon our strategic initiatives. Key highlights include the following:

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Governance Practices

Our corporate governance practices, summarized below, are reviewed regularly. We believe they reflect best practices.

	Board-level oversight through the Sustainability, Social Responsibility, and Governance Committee (“SSG”)			Meaningful director and executive share ownership guidelines with anti-hedging and anti-pledging policy
	Majority voting for uncontested director elections and plurality voting for contested director elections			Limited perquisites or other benefits
	Independent Chair of the Board			Annual independent director evaluation of the CEO
	All directors are independent (other than our Chief Executive Officer)			Code of Ethics and Business Conduct applicable to directors, officers, and employees
	Regular executive sessions of independent directors			Regular shareholder engagement to understand shareholders’ views and insights
	Independent Audit, Compensation, and SSG Committees			Annual shareholder advisory vote on named executive officer compensation
	Audit Committee is updated quarterly on accounting, audit, legal, compliance and cybersecurity matters			Limitations and guidelines regarding simultaneous service on other public company boards
	Independent executive compensation consultant			Compensation recovery and clawback policy
	Structured annual evaluation of the Board, its committees, and the individual directors, with an independent third-party expert engaged every other year			Limitations on compensation given to our named executive officers (to include no excise tax gross-ups) upon the occurrence of a change in control
	Board engagement in long-term succession planning and talent management discussions			No evergreen provisions for equity plans

Compensation Highlights

Our compensation program is designed to attract and retain highly qualified executives and create incentive compensation opportunities aligned with our strategic goals, long-term shareholder value, and evolving competitive and governance practices.

Executive compensation highlights for 2022 include:

	The portion of total target compensation based on the achievement of key financial and operational measures was 59% for our CEO and, on average, approximately 56% for our other named executive officers (“NEOs”);
	The Company’s financial performance resulted in a 2022 annual performance bonus achievement at 58% of target with a positive 5% Diversity, Equity and Inclusion (“DEI”) modifier;
	Of the votes cast on our 2022 say-on-pay proposal, 94.72% were in favor of our executive compensation program and policies; and
	We outperformed on all of our 2021 performance-based long-term incentive (“LTI”) award’s objectives (revenue, non-GAAP earnings per share (“EPS”) and “impact minutes”), resulting in our NEOs earning an overall weighted achievement of 146.2% of the target shares.

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Corporate Governance
and Board of Directors

Overview

As described in this section, the Board has formalized several policies, procedures, and standards of sound corporate governance. We continue to monitor best practices and legal and regulatory developments with a view to refining our governance policies and procedures, as appropriate. The Board encourages you to visit the governance page on our website at http://ir.csgi.com/documents.cfm, which provides information about our corporate governance practices and includes the following documents:

We will disclose on our website any amendments to our Code of Ethics and Business Conduct, or any waiver of a provision of our Code of Ethics and Business Conduct that is required to be disclosed under applicable SEC rules.

Information contained on, or accessible through, our website is not part of, or incorporated by reference in, this proxy statement.

Board Leadership Structure

The Board does not have a policy regarding separation of the roles of CEO and Chair of the Board, and believes it is in the best interests of the Company to determine the appropriate leadership structure based on current circumstances.

Mr. Cooper has served as Chair of the Board since 2022, and prior to his appointment as Chair, he served as the Vice-Chair of the Board. The Board has determined that an independent director serving as Chair is in our best interests at this time. Our Board believes that an independent director serving as Chair ensures that the independent directors have a significant role in the active oversight of our business, including overseeing risk management, setting agendas, and establishing Board priorities and procedures. In the future, if the Board believes it would be in the best interests of the Company and our shareholders, the Board may decide that one person should serve as both CEO and Chair of the Board.

Risk and Compliance Oversight

Overall Risk Approach

The Board is responsible for oversight of our risks, including establishing our risk appetite and overseeing our risk management framework. The Board recognizes that effective risk oversight is important to the success of our strategy and is an integral part of its fiduciary duties to the Company and our shareholders. The Board believes taking well-considered risk is a critical component of innovation and effective leadership, but also recognizes that imprudently accepting risk or failing to appropriately identify and mitigate risk could negatively impact our business and shareholder value. The Board therefore seeks to foster a risk-aware culture that conforms to an established risk appetite framework while encouraging thoughtful risk taking in pursuit of the Company’s strategic initiatives.

The Board exercises its risk oversight primarily through management, an Executive Risk Committee, and the Audit Committee, as described below. The Board believes our current leadership structure facilitates its oversight of risk by combining independent leadership through the Board and the Audit Committee, with an experienced Executive Risk Committee whose members have intimate knowledge of our business, industry, and challenges.

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Executive Risk Committee

The Executive Risk Committee — which is made up of our executive officers — is chaired and coordinated by our Chief Financial Officer.

Board Committee Oversight

The Audit Committee receives quarterly reports on risk-related matters from three primary sources:

Our Compensation Committee and SSG Committee monitor risks in their respective areas of responsibility, and keep the Board informed of any specific risks through regular reports. In addition, the Board has a Cybersecurity Subcommittee to address specific cybersecurity matters.

Risk Assessment and Mitigation Program

We maintain a formal risk assessment and risk mitigation program that is administered by our Chief Financial Officer and Chief Legal Officer. Our executive officers, in conjunction with members of our Risk and Security organizations, review this program periodically throughout the year. This program has three goals: (i) identify those risks that are most likely to affect our business; (ii) assign individual executives to be responsible for monitoring and mitigating each of those risks; and (iii) provide a formal mechanism for the assigned executives to report back periodically on the adequacy and effect of mitigation efforts. The Audit Committee and the Board review the results of this program at each regularly scheduled meeting.

Information Security Governance Program

The following chart outlines our information security governance program structure and controls:

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Risk Management Structure and Responsibilities

The following chart outlines our risk management structure and responsibilities:

Annual Board Evaluation Process

The Board is committed to a rigorous annual self-evaluation. The Chair of the SSG Committee coordinates an annual evaluation process that is conducted by an independent, third-party consultant every other year. Spencer Stuart, our consultant for 2021, surveyed the full Board and selected members of the management team to evaluate the performance and procedures of the Board and the Board Committees to determine whether they were functioning effectively. For 2022, the SSG Committee coordinated an internal evaluation building upon the areas identified in the previous year by Spencer Stuart. The results of the annual evaluation were reviewed by the SSG Committee and provided to the full Board for their consideration. Regular annual Board evaluations will continue to include a Board survey process.

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Board Refreshment Policies

The Board does not have a mandatory retirement age or term limits because we believe such fixed rules do not recognize the continuing contributions of directors who have developed experience with, and insight into, the Company. However, the Board understands there is value in regularly reviewing and, if appropriate, refreshing its composition and, as described herein, continually evaluates the effectiveness of its directors. To further our Board refreshment goals, Mr. Sica has indicated his intention to retire from the Board in connection with the Annual Meeting.

What We Look for in Director Nominees

In recommending nominees for election as directors, the SSG Committee reviews the present composition of the Board to determine if additional qualities, skills, and expertise would help the Board and its committees properly discharge their responsibilities. When there is a need, the SSG Committee utilizes the services of executive search firms with well-established board practices to help identify and recruit qualified director nominees. When identifying and assessing a candidate’s qualifications, the SSG Committee considers, among other things:

Although we do not currently have a written policy on diversity, the SSG Committee also values and seeks diversity when recruiting and nominating directors. We define “diversity” in its broadest sense and believe it encompasses many attributes, including background, experience, skills, substantive expertise, gender, ethnicity, geography, and education. Our Board is particularly interested in assembling a group of directors who represent our customers and also have experience in operations, finance, accounting, marketing, human resources, sales, and domestic and international business—particularly in the technology and communication service provider and related industries. We also consider whether nominees are active or retired executive officers of public or private companies and whether they have ever served on the board of a public company.

We expect Board members to display the personal attributes necessary to be effective directors: integrity, sound judgment, independence, ability to operate collaboratively, and a fiduciary commitment to the Company and our shareholders. We believe the current members of our Board have a diverse set of business and personal experience, backgrounds, and expertise, and that they all share the personal attributes described above.

The following chart outlines the areas of expertise that each continuing director on the Board possesses. For more information, please see the directors’ biographies, which begin on page 28.

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Board of Directors

SKILLS & EXPERIENCE

Name	Accounting/ Financial Management	Corporate Governance	Cyber- security	Executive Leadership	Global Business	Human Capital Management	Marketing / Sales	Mergers / Acquisitions	Strategy	Technology/ Innovation
Rachel A. Barger
David G. Barnes
Gregory A. Conley
Ronald H. Cooper
Marwan H. Fawaz
Dr. Rajan Naik
Brian A. Shepherd
Haiyan Song
Silvio Tavares
Tse Li “Lily” Yang

New Director Since the Last Annual Meeting

The Board engaged a third-party search firm, Heidrick & Struggles, in its search for new director candidates. As part of its engagement, Heidrick & Struggles identified Rachel Barger as a nominee for director, and in August 2022 the Board appointed Ms. Barger as a new director. Ms. Barger is the seventh new independent director to join our Board in the past five years. We believe the appointment of these new directors demonstrates our ongoing emphasis on good corporate governance, as we continue to refresh the talent, skills, diversity, and experience that are represented by the members of our Board.

Ms. Barger adds tremendous depth with her experience in Asia, Europe and the Americas leading large, growth focused teams. She has been at Cisco Systems, Inc. since October 2020, and in May of 2022, was named Senior Vice President, Americas Sales responsible for overseeing the largest of the company’s three sales geographies with over 5,000 employees across 17 countries. She served as a President and Managing Director Southeast Asia, Chief Operating Officer Asia Pacific Japan, and Regional VP of Sales at SAP from 2016 through 2020. Prior to these roles, Ms. Barger was a General Manager for the EMEA Region and a Vice President of Global Strategic Accounts at Lithium Technologies.

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Shareholder Recommendations

The SSG Committee will consider director recommendations by our shareholders in the same manner that the committee considers other director candidates. A shareholder who wishes to make a recommendation should submit the recommendation in writing to the Secretary of the Company indicating the proposed nominee’s qualifications and other relevant biographical information and providing written confirmation that the proposed nominee consents to serve as a director if nominated and elected. Our Secretary will forward qualifying recommendations from shareholders to the Chair of the SSG Committee for further review and consideration. For shareholders who wish to nominate a director at a meeting, our bylaws provide that shareholder nominations for election to the Board are subject to certain advance notice and informational requirements. See Shareholder Proposals for additional requirements and information. Shareholders may obtain a copy of the relevant bylaw provisions from our Secretary at CSG Systems International, Inc., 169 Inverness Drive West, Suite 300, Englewood, Colorado 80112.

Board Committees

The charters for all three of the Board’s standing committees are available on our website at http://ir.csgi.com/documents.cfm. All of the members of the Board’s committees are independent.

Director (1)		Audit Committee	Compensation Committee	Sustainability, Social Responsibility, and Governance Committee
Rachel A. Barger
David G. Barnes		C
Gregory A. Conley
Ronald H. Cooper
Marwan H. Fawaz				C
Dr. Rajan Naik
Brian A. Shepherd
Frank V. Sica
Haiyan Song
Silvio Tavares			C
Tse Li “Lily” Yang

C

Chair

Member

Audit Committee Financial Expert

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Audit Committee

Number of Meetings in 2022: 6

The Audit Committee’s primary purposes are to oversee our accounting and financial reporting processes, the audits of our financial statements, and our risk and compliance management programs, including cybersecurity. All members of the Audit Committee satisfy all Nasdaq and SEC requirements applicable to audit committee members, and all members of the Audit Committee are “independent” as defined by the SEC and Nasdaq rules and regulations. The Board has determined that Mr. Barnes, Mr. Cooper, Mr. Tavares, and Ms. Yang are “audit committee financial experts” as defined by applicable SEC rules.

Compensation Committee

Number of Meetings in 2022: 7

The Compensation Committee’s primary purposes are to review and recommend management compensation and benefit policies, evaluate the performance of and recommend the compensation of our executive officers. In addition, the Compensation Committee has independent authority to administer and grant equity awards under our equity plans and annual performance bonuses for executive officers. The Compensation Committee is also responsible for ongoing oversight and evaluation of our compensation policies and practices for employees generally as they relate to risk management. The Compensation Committee may delegate any of its responsibilities to a subcommittee or the Chair of the Compensation Committee. The Compensation Committee may also delegate to one or more of our officers the authority to grant awards to non-executive officers and employees under our equity compensation plans. In 2022, the Compensation Committee delegated to the CEO the authority to grant equity awards to non-executive officers and other employees.

All members of the Compensation Committee satisfy all Nasdaq and SEC requirements applicable to compensation committee members, and all members of the Compensation Committee are “independent” as defined by the SEC and Nasdaq rules and regulations.

Determining Executive Officer Compensation and Use of Independent Executive Compensation Consultants

To assist the Compensation Committee with its responsibilities, the Compensation Committee retains an independent executive compensation consultant, consults with our CEO (other than with respect to compensation decisions for the CEO) and our Chief Experience Officer, and draws upon the extensive business experience of its members. The Compensation Committee directs the independent executive compensation consultant to prepare a comprehensive formal assessment of the competitiveness of our executive officer compensation program, including a comparison of the principal components of our program (base salaries, performance bonuses, and equity awards) and other compensation program elements with those of a peer group of other public companies as well as industry practices. The Compensation Committee considers this assessment and other data provided by the independent executive compensation consultant in arriving at its decisions or recommendations to the Board with respect to base salaries, performance bonuses, long-term incentives, and other compensation program elements for our executive officers. For additional information about our executive compensation program, processes, and procedures, see Compensation Discussion and Analysis.

The Compensation Committee periodically evaluates the qualifications of its independent executive compensation consultant. During 2022, Exequity provided executive compensation guidance to the Compensation Committee from January through May. Beginning in June 2022, the Compensation Committee transitioned and engaged Semler Brossy, a national compensation consulting firm. Both Exequity and Semler Brossy reported directly to the Compensation Committee Chair, and also coordinated with management for data collection and other work streams as directed by the Committee. Neither Exequity nor Semler Brossy provided any other services to us in 2022.

During 2022, the Compensation Committee requested information from Exequity, Semler Brossy, our executives, and our Board members in order to assess the independence of both of the Compensation Committee’s executive compensation consultants and to determine whether their work raised any conflict of interest. Based on the information provided, the Compensation Committee determined that both Exequity and Semler Brossy were independent and that their work did not raise conflicts of interest.

Determining Non-Employee Director Equity Awards

The Compensation Committee considers relevant information provided by the independent executive compensation consultant and the recommendations of our SSG Committee and the Board as it relates to awarding of equity to our non-employee directors.

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Risks Related to Compensation Policies and Practices for All Employees

The Compensation Committee does not believe that risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. A number of the factors considered by the Compensation Committee when it develops executive compensation recommendations have the effect of mitigating risk. Additionally, executive officers and senior management regularly review our employee compensation policies and practices, including the elements of our compensation programs, to determine whether any element or program design encourages excessive risk taking.

For more information about the factors the we consider that reduce the likelihood of excessive risk taking, see Risk and Compliance Oversight and Compensation Discussion and Analysis.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or has been an officer or employee of CSG, and no executive officer of CSG has served on the compensation committee (or its equivalent) or board of any company that employed any member of our Compensation Committee or Board during fiscal year 2022.

Sustainability, Social Responsibility, and Governance Committee

Number of Meetings in 2022: 5

The SSG Committee’s primary purposes are to identify individuals qualified to become Board members; recommend to the Board nominees for election as directors; recommend directors for appointment to Board committees; evaluate the Board’s performance in conjunction with the formal and structured annual Board evaluation process; review and recommend the compensation of our directors; review management succession planning; oversee and support company commitments to SSG and other public policy initiatives as they pertain to business objectives and long-term strategy; and develop and recommend for Board approval our Corporate Governance Guidelines and Code of Ethics and Business Conduct.

All members of the SSG Committee are “independent” as defined by the SEC and Nasdaq rules and regulations.

ESG Practice

CSG recognizes it must operate responsibly and sustainably to support the company’s goal to envision, invent, and shape a better, future-ready world by doing what’s right for shareholders, customers, employees and the communities where they operate. The Company is committed to strong corporate governance policies and management of environmental, social, and governance (“ESG”) practices that focus on employees and culture, social responsibility, and environmental stewardship.

We recently published our inaugural Global Impact Report to highlight CSG’s commitment to a purpose-driven culture. CSG received our first “Prime” ESG rating from Institutional Shareholder Services (“ISS”) and earned two ESG rating upgrades from MSCI with our current AA rating. We also released our inaugural Sustainability Accounting Standards Board (“SASB”) report in 2022 and issued our first Task Force on Climate-Related Financial Disclosures (“TCFD”) report in early 2023.

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ESG Highlights

Environmental

CSG recognizes that it has a responsibility to the environment beyond legal and regulatory requirements. We are committed to reducing our environmental impact as part of our ongoing business strategy and operating methods, and working towards establishing specific goals that align with Greenhouse Gas (“GHG”) Protocol and are consistent with the SASB and TCFD frameworks. We encourage customers, suppliers, and other stakeholders to do the same.

We also continue to reduce the consumption of water, electricity, and gas through improved processes and upgrades. We strive to reduce the quantity of non-hazardous materials sent to landfills by increasing reuse and recycling opportunities. We are committed to comply with and achieve all relevant domestic and international regulatory requirements, continually improve, and monitor environmental performance, incorporate environmental factors into business decisions, and increase employee awareness and training.

Social Responsibility

Diversity, Equity & Inclusion (“DEI”)

CSG is committed to building and nurturing a diverse, supportive, and inclusive work environment where individuality is valued, and our people can flourish and grow safely as their authentic selves. We believe our workforce should reflect the world in which we live, as well as our customers, and that we are stronger because of our differences. By embracing various backgrounds, attributes, experiences, and perspectives, we help our employees, customers, and communities thrive, while together, we work toward making social equity a reality.

To channel the power of all and make ordinary customer and employee experiences extraordinary, we are full steam ahead on our journey to achieve a globally diverse workforce where each person can thrive. Our journey has the full commitment of the Board and our executive leadership team, including our Chief Diversity and Social Impact Officer.

DEI Strategic Focus Areas

In 2022, we continued our DEI Assessment to better understand the experiences of employees of all different backgrounds and identify biases in our human capital practices. We are in the process of implementing practices, policies, and educational programs to reduce bias and mitigate its impact on the Company and our workforce.

The Board and our executive leadership team has been consistent in their engagement, support, and ownership of advancing DEI across the Company. Reporting on DEI progress and metrics is shared with the Board quarterly, in addition to oversight in the SSG Committee.

Leadership Accountability

The leadership team has demonstrated an unwavering commitment to making sustainable progress to create a globally diverse, equitable, and inclusive CSG. This commitment starts with the Board and their investment in social responsibility and our CEO, who has been a champion for all CSGers (current and future) to experience a culture where everyone belongs. Our leaders are committed to learning, creating action plans to improve metrics, and using data to measure progress. In 2022, leaders at the Executive Director and above levels attended Inclusive Leadership training, and those participants are invited to attend a quarterly forum that will continue throughout 2023.

We continue to invest time and resources in building more robust data and reporting infrastructure to ensure we can measure progress, identify areas to improve and allow greater visibility into our employee experience, including diversity and inclusion metrics. The senior leadership team now receives regular updates on a variety of metrics including representation, inclusion survey scores, DEI progress and employee feedback.

To further enhance our commitment to create a globally diverse, equitable and inclusive company, Leadership Action Plans have been developed for our NEOs and all Executive Vice Presidents. In addition, a 10% DEI modifier has been added to the 2023 short-term incentive bonus plan for our NEOs and all Senior Vice Presidents and above.

Talent & Workforce Diversity

We are committed to ensuring all people we attract, recruit, develop, and retain feel safe, valued, and heard. Our belief is that true inclusion means everyone is accepted and supported, so they can thrive at CSG. The global DEI team partners closely with the talent acquisition team and hiring managers on this front.

In 2022, we continued our partnership with Women in Cable Telecommunications Network, which provides leadership development, mentoring, and recruitment opportunities for women in media, entertainment, and technology. We also expanded partnerships with Blacks In Technology and Society of Women Engineers.

We set goals to diversify our talent pipeline and mitigate bias. Leveraging a new tool, we’ve scanned and removed gender bias language from more than 300 job descriptions. CSG also offers a Flexible First workplace philosophy, empowering the majority of our employees to choose when, where and how they work to achieve their full potential and drive business value.

Inclusion Programming & Employee Education

We continue to host a DEI Meet Up series which features internal and external speakers who deliver thought leadership and engaging discussion around a range of

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topics including International Women’s Day, Allyship in race-based conversations, and LGBTQIA+ and Disability Advocacy.

In early 2022, we formalized our inaugural Employee Belonging Groups (“EBGs”); WE LEaD, Aspiring Allies, and Pride. We also launched three additional EBGs by the end of the year; Black Culture Collective, Military, and Disabilities. These groups have hosted more than 20+ unique events and authored recurring internal blog posts aimed at increasing education and awareness, employee engagement, and volunteerism across the company. In October 2022, WE LEaD earned the Cablefax Diversity List award for Employee Resource Group of the year.

In 2023, we launched new mandatory DEI training for all employees, a quarterly Inclusion Lab in each of our regions, and continued our dynamic virtual and micro-learning opportunities.

We also launched CSG’s first Global DEI Council in 2022. This Council, made up of voices from employees around the globe, is already building a more inclusive culture by sharing their unique perspectives and experiences in discussing key inclusion and talent topics that matter most to our employees.

Social Responsibility & Impact

We are committed to making a bigger community impact by creating new opportunities and access for underrepresented groups, protecting the environment, and developing technology solutions that foster digital inclusivity. Our commitment starts with our employees being active within their local communities. We aspire to envision, invent, and create a better, more future ready world by channeling the power of all. CSG strives to align most of our social responsibility and impact activity with the United Nations Sustainable Development Goals.

To accomplish these goals, we are focusing on these key areas:

Expanding Our Community Impact

We support Community Based Organizations (“CBOs”) that provide underrepresented communities with the opportunity to participate, thrive, and make a lasting impact on the technology industry across the globe. We continue to expand our partnerships with CBOs like WeMakeChange and Girls Who Code, and establish new ones with Earthday.org, Blacks In Tech and Society of Women Engineers. In addition, we continue our commitment to CSG’s Global Day of Action, where we encourage every employee to spend a day of service in their community. CSG Employees are given two full days of Volunteer Time Off per year, that can be used at any time, for any cause.

We are proud to be a people-first organization. Our leaders and colleagues mobilized the Company to accelerate its community impact work and invested thousands of dollars across our global footprint in 2022. With more than 5,700 employees across the globe we are building a future-ready world for our customers, through our employees, and in service of the planet. CSG is committed to practicing social responsibility via volunteerism, seeking to give back where we live and work, and helping bridge the digital divide in underserved communities. CSG employees logged nearly 9,000 volunteer hours in 2022.

Enhancing Our Environmental Stewardship

With employees in over 20 countries and serving customers in approximately 115 countries, environmental stewardship is a vitally important focus area. We seek to work with partners that are committed to reducing and recycling waste, investing in green energy, and responsible sourcing to create a more sustainable future. Reducing global emissions is critical, and we are working towards disclosing our carbon footprint and have established a baseline to drive improvement in our environmental performance as part of our ongoing business strategy and operating methods.

Enabling Digital Inclusion

We strive to develop technological solutions that promote social progress and make navigating the digital world easier and more accessible. We also believe that diverse experiences and perspectives help bring out the best ideas, drive innovation, and achieve transformative results to benefit the clients we serve. We are committed to digital inclusivity, doing the right thing for the users of our products, and taking action to improve the accessibility of our digital products and services.

Governance

Our ESG Workgroup, with oversight by our Chief Diversity and Social Impact Officer, is comprised of leaders from key areas across the Company with responsibility for business operations aligned to our ESG focus areas. In 2022, we incorporated guidance from the SASB, TCFD, and the United Nations Global Compact. As we continue to evolve our ESG practice, we’re committed to sharing progress through our Global Impact Report in 2023 and beyond.

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Director Attendance at Meetings

During 2022, the Board held 15 meetings. All directors attended at least 75% of the aggregate of the total number of meetings of the Board (during the period for which he or she was a director) and of the committees on which they served (during the period that he or she served). In addition, during 2022, the Board held 4 executive sessions during which only independent directors were present. The Board expects to continue to conduct executive sessions limited to non-employee directors only, at least twice a year. Our non-employee directors may schedule additional executive sessions at their discretion.

Historically, most shareholders vote by proxy. Accordingly, directors are not required to attend our annual meetings. We expect, but do not require, employee director(s) to attend if their schedules permit, and non-employee directors are welcome to attend if they wish. All of our nominated directors and continuing directors attended our 2022 Annual Meeting, except for Frank Sica. The Board scheduled the Annual Meeting to coincide with a regular quarterly meeting of the Board so that all members attending such Board meeting could more easily attend the Annual Meeting.

Communications with the Board

We invite shareholders or any other interested party to send written communications to the Board or to individual Board members. Please send your letter in care of the Secretary of the Company at the address of our principal offices as shown on the first page of this proxy statement or via email to our Investor Relations Department at john.rea@csgi.com. Any letter that relates to accounting, internal accounting controls, or auditing matters will be forwarded to the Chair of the Audit Committee. All other appropriate letters will be forwarded to the entire Board or to the individual Board member(s) to whom they are addressed. If a letter relates to publicly available information about the Company or our stock, the Secretary will respond to the writer directly. If a letter is primarily commercial in nature or, in the Secretary’s opinion, relates to an improper or irrelevant topic, the Secretary will make a record of it, but will not transmit the communication to the Board.

Other Board Information

There are no family relationships between any of our directors or executive officers. There are no arrangements between any director, nominee, or executive officer of the Company and any other person pursuant to which such director, nominee, or executive officer was selected for such position. There are no material legal proceedings pending where any of our directors, officers, affiliates, or shareholders of more than 5% of our stock (or any associates of any of the foregoing) is a party adverse to the Company.

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Human Capital Management

Our Culture and People Philosophy

We believe that our culture and our people are competitive differentiators in the marketplace. As a result, our success is dependent upon our ability to attract, develop, and retain this talented, energized, and diverse stakeholder group. With that in mind, we have introduced a framework that outlines our ethos for how we serve not only our customers and each other, but the communities in which we operate.

Delivering on our greater purpose and mission at speed and scale, while delighting our customers and supporting our employees’ growth, well-being, and happiness requires a people and culture philosophy that accelerates sustainable growth and innovation across three pillars:

Leading the Future of Work		Winning with Talent		Growing@CSG
Our Flexible First workplace philosophy not only optimizes physical space, but fosters a diverse, industry-leading employee experience, by focusing on employee choice and flexibility. Today, the majority of our employees have the option to work from home and are empowered to choose when, where, and how they work to achieve their full potential and better integrate work and life. CSG provides both in-person and remote opportunities for employee connection and collaboration.		We attract and retain the best, most diverse global talent, accelerating time to productivity, togetherness, and engagement. CSG embeds diversity, equity, and inclusion considerations into our strategy to ensure our global employees thrive in a safe, inclusive environment. In addition to our already competitive pay and employee benefits package, we introduced many new benefits in 2022 that focus on the “whole person,” designed to promote mental and physical wellness.		We develop bold, agile, inventive employees and leaders by focusing on talent development and succession planning with broader cross-company and cross-unit rotations and promotions. In 2022, we expanded our curated and personalized learning platform and launched Career Hub where employees can browse open job postings, match their skills with roles they might be interested in, and receive custom learning pathways designed to help them reach for a new position.

We’re committed to honoring our employees’ power to choose—to choose their future, when and where to work, their growth path and opportunities, and to connect with others in the way that works best for them. Whether through our internal Career Hub, our CSG Degreed on-demand learning platform, our onboarding communities, our employee belonging groups, our two days of paid volunteer time off for every global employee—we support our people as they cultivate their whole selves in order to power a better experience for our customers, a better CSG, and a better, more future-ready world.

Employer of Choice

We believe that our culture and people are the key reasons our customers trust us to help them achieve their business goals. Every day, our success depends on the joyful determination of our greatest asset — our people. That’s why we are committed to being the global employer of choice for the best, most diverse global talent.

At CSG, employees trust the people they work for, take pride in what they do, and enjoy the company of the people they work with. Our workplace is characterized by great leadership, an exceptional employee experience, and sustainable financial performance. We are currently certified as one of India’s Best Workplaces^TM in IT and IT & Business Process Management (IT-BPM) in India, our second biggest global operation. This achievement recognizes CSG’s commitment to building and sustaining a high-trust, high-performance culture that allows each person to thrive.

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How We Lead

Our Commitment Starts at the Top

Leadership with authenticity, transparency, and integrity is the key to our success and shaping a better, future-ready world. Our CEO, Brian Shepherd, and our entire executive leadership team is passionate about being the employer of choice for the best, most diverse global talent. We show our commitment by providing an exceptional experience for our employees from application to alumni.

Our Board views our employees as our most critical asset, and regularly receives briefings on initiatives and innovations designed to advance the employee experience and further personal and professional growth. Our Board and our executive leadership team work together to create an authentic, collaborative, and inclusive environment. We honor our commitment to diversity by having a designated Chief Diversity and Social Impact Officer. Our executive leadership team demonstrates their commitment to diversity, equity, and inclusion by tying a portion of their short-term incentive bonus to progress on diversity, equity, and inclusion metrics.

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Guiding Principles

At CSG, how we do things is just as important as what we do. Our Guiding Principles are based on a foundation of core values focusing on impact, integrity, and inspiration. Every coaching conversation, talent assessment, and succession planning session includes an evaluation of strengths and opportunities of each employee’s modeling of our Guiding Principles. Our performance management process includes both goal achievement and demonstration of the Guiding Principles in our day-to-day behavior, as equally important components of performance.

Authentic and Transparent Communication

Our open and direct communication approach connects employees to one another and to our business purpose. We meet employees where they are so that they have access to the information and resources that help them do their job, foster belonging, and understand how their contributions impact our culture and success. We provide forums for leaders and employees to interact, such as global town halls, all-hands meetings, round tables and small group meet ups. We also engage in live Q&A discussions with our employees and frequent “ask me anything” sessions with executive leadership.

Our CSG Employee Experience

At CSG, we strive to ensure our employee experience, from recruitment to alumni, enables personal and professional growth at all stages while ensuring well-being, safety, and inclusion.

Attract

Our global Talent Acquisition team focuses on finding candidates with the right skills who also live our Guiding Principles and exhibit the power of joyful determination. Working around the globe, our recruiters use technology—including our internal Career Hub—combined with the power of personal connection to find exceptional individuals, including sourcing strategies for underrepresented groups, a global internship program, and internal referrals.

Welcome

Our welcome program has evolved to accommodate a globally distributed team, with varying schedules and work locations. We greet new employees with welcome kits and assign them to an onboarding cohort and a CSG Connect ambassador. Providing access to resources provides a safe space for learning and growth and sets the tone for the authentic experience that each employee will contribute to in the years to come. Our investment in setting our people up for success has led to an 86% employee satisfaction rating of our onboarding experience in the first 90 days.

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Grow

At CSG, we are agile, bold, and inventive. We apply a learning and systems thinking mindset to strive for continuous improvement and efficiency gains as part of what we do every day.

Career Hub

We believe in creating an environment where our employees are constantly learning, developing, and growing—whether in their current roles, through community involvement, or by developing skills to take them to the next level or a totally different career path. All CSG employees have access to our internal talent marketplace, which allows them to browse open job postings, match their skills to roles they might be interested in, and receive curated learning pathways designed to help them develop the skills they need to take on more responsibility or move to an entirely different role. In 2022, 11% of open roles were filled internally.

Continuing Education

As part of our “whole person” philosophy, we encourage CSG employees to pursue higher education, whether or not related to their current roles. Our global Tuition Assistance Program provides an opportunity to receive funding for higher education goals at a wide range of accredited schools around the world.

DevOps For All

CSG’s Lean DevOps program provides learning and development opportunities to empower CSG teams with the knowledge and tools they need to work well together and provide value as we implement our enterprise-level DevOps Best Practices. This learning program leverages industry-leading methodologies while focusing specifically on how those methodologies can be applied at CSG. The program creates consistency, alignment, and a common understanding of CSG’s industry-leading DevOps methodology and culture.

Lead

Developing Coaches

At CSG, we believe we are at our best when we bring our authentic selves to work. When our leaders are trained to coach and develop employees to be visionaries for the future of CSG, our customers, and our communities, we all win as part of a Servant leadership mindset.

In 2022, we launched a refreshed Ignite Leadership course for all frontline managers. Ignite Leadership provides a foundation for our philosophy of coaching the whole person, leading inclusively, and improving communications between leaders and their teams. Ignite Leadership’s Level-Up series for leaders at the Director level and above provides webinars and peer-led coaching sessions on critical leadership skills, such as cultivating resilience, emotional intelligence, and effective coaching. The Skill-Up series for all managers develops tactical leadership skills, such as hiring for potential, conducting effective performance reviews, and effective onboarding.

We believe that our agile and inclusive approach to leadership development will enable us to drive a coaching culture throughout the organization and is designed to ensure our teams are set up for success, both personally and professionally.

CSG’s Keystones of Leadership

Leadership at CSG is multi-dimensional and focused on the concepts of “Leading Self, Leading the Team and Leading the Business.” We believe strong leaders are first and foremost self-aware and purposeful in continuous improvement and development—both personally and professionally. Our leaders are expected to demonstrate the core values represented by our Guiding Principles coupled with a Leadership Keystones framework.

Five Leadership Keystones

Deliver fantastic results in a constrained world

Ignite positive energy and collaboration

Create a compelling strategic vision

Develop strong, diverse teams

Build an inclusive, people-centered culture

We understand the significant responsibility we have to lead our teams to deliver on results while demonstrating respect for one another. Leaders at CSG focus on strategic objectives that advance the goals of the organization and provide visions that inspire everyone.

Investing in the Development of Diverse Leaders

We provide support systems to help all employees advance in their careers. This includes developmental opportunities that provide a clear path for growth of women and People of Color in our leadership ranks.

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Internship Program

Designed for students enrolled in undergraduate programs, our global internship programs focus on developing technical and business skills, while providing mentorship through real work experience in various locations around the world. We recruit interns from all fields of study, including computer science, engineering, marketing, sales, human resources, communications, and business. From day one, students are immersed in real projects, collaborating with some of the best and brightest in the industry and gaining experience to power their careers and personal growth.

Include

We cultivate the best culture by starting with Inclusion, where the thoughts, perspectives, and ideas of all individuals are respected and valued. Our approach emphasizes meeting the needs of all employees beyond psychological and physical safety, where all groups have equal access and opportunity.

One key lever to our approach in 2022 was the establishment of our six Employee Belonging Groups (“EBGs”), which facilitated our ability to foster more courageous conversation, learning, and connection across CSG. See the ESG Practice section for additional details on our EBGs.

We’ve continued our celebration of culture and heritage across the globe to build awareness of days, months, and people of significance in every region throughout the year to build community and elevate the employee experience and identity.

Our annual Inclusion Survey gives us an opportunity to learn more about the rich diversity of our global workforce, their experiences, and perception of our culture. In 2022, 76% of CSGers responded yielding gains in overall belonging for both women (globally) and People of Color (US), while maintaining our organization-wide inclusion score from the previous year. An intentional focus on womens’ experiences and development globally, including the continued expansion of our WE LEaD (women-focused) EBG, supported increases across eleven scoring categories including feeling safe to address concerns and feeling like their opinions count. In October 2022, WE LEaD earned the Cablefax Diversity List award for Employee Resource Group of the year.

Scoring increases for People of Color (US) were seen across every category, including feeling like a valued teammate and being part of a collaborative culture. An intentional focus on the experience of People of Color was facilitated in part by our EBGs, for example, our Aspiring Allies, Pride, and Black Culture Collective EBGs collaborated on a handful of global employee conversations specific to race and advocacy. We have set goals to continue improving the results of our Inclusion Survey each year. The feedback from the survey informs how we address each stage of the employee life-cycle starting with attracting talent and our welcoming program.

Reward

Our total rewards package combines market competitive pay and benefits for all of our employees. This includes our base pay, short- and long-term incentives, and competitive health and welfare benefits, including paid parental leave, two paid days of volunteer time off, paid time off, and retirement benefits.

Long-Term Incentives

We make significant yearly grants of discretionary equity awards in the form of restricted stock or restricted stock units to individuals other than our executive leadership to create an opportunity for CSGers to share in our Company’s success and the value we create together.

Pay Equity

Our goal is to ensure equitable pay by role and level while supporting pay for performance. We are constantly evaluating our pay to ensure equity and consistent treatment through pay equity audits and random checks throughout our compensation cycle. We are committed to:

Education for all managers and employees about fair pay practices and reducing unconscious bias in pay decisions;

Transparency in our compensation philosophies and awards; and

Designing our hiring, promotion, and compensation decisions to promote pay equity.

We do not request current or past salary information on our employment applications. In addition, we believe that transparency in compensation decisions and pay ranges is critical to promoting fair pay, and as such, we post salary ranges for all U.S. job postings.

Recognition

Employee recognition is a foundational aspect of everyday life at CSG, helping us bring our teams together to celebrate big wins and everyday moments. Over the years, CSG has created an environment that encourages moments of thanks through formal and informal programs. Our goals are to:

Foster a culture of appreciation and gratitude;

Celebrate moments that matter, both personally and professionally; and

Applaud those living our Guiding Principles.

Identify and reward exceptional performance

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Our approach to employee recognition is fluid and agile. Rather than creating a one-size-fits-all program for the entire Company, we provide flexibility and options to allow for a more meaningful experience for our people. We provide standard, formal recognition opportunities through a corporate managed program, while at the same time encouraging our regional/functional partners to create programs that are meaningful to them.

Be Well

An important part of our “whole person” philosophy is being mindful of the well-being of our employees and their families. To that end, we provide health benefits and services and sponsor other initiatives designed to promote mental and physical wellness.

Health Insurance

CSG’s competitive benefits provide choices to meet the diverse needs of our employees. In the U.S., we offer a choice of medical coverage plans as well as prescription drug, dental, vision, life insurance, disability coverage, and a variety of voluntary benefits. CSG covers most of the cost of medical coverage, including 100% of the cost for in-network preventive care, annual physicals, or wellness exams.

We also provide easy access to Telehealth to ensure employees have safe and convenient access to healthcare. Globally, we offer comprehensive and market competitive health and welfare benefits in each country where we have employees.

Parental Leave

In the U.S., CSG provides generous paid parental leave to all parents welcoming new children, including adoptive parents and gestational and surrogate carriers. We also offer a competitive adoption assistance program to reimburse employees for relevant costs of adopting a child.

Our global paid parental leave benefits vary according to local laws and regulations. We are committed to supporting new parents in their journey to define a new normal of work-life integration following the arrival of their bundles of joy through mentorship, coaching, and our Flexible First workplace philosophy.

Mental Health

The mental health of our employees is of the utmost importance. In addition to being transparent about the importance of mental health and sharing personal stories when possible to help destigmatize mental health issues, we provide our employees with global support to address mental health issues. We provide an employee assistance program (“EAP”) globally, that is available 24 hours a day, 365 days a year for free, professional, mental health resources, substance abuse support, and assistance for financial challenges and stress management.

Financial Literacy

The financial literacy of our employees is a priority for us. We offer training and frequent communications that provide access to a variety of resources, from basic to advanced concepts and topics, to meet the wide range of financial needs of our employees. In particular, CSGers have access to one-on-one support through our Retirement Plan record keeper to help them meet their individual financial goals.

Health and Safety

We are always mindful about the safety of our employees. Our global Employee, Health and Safety programs strive to provide all employees with not only a safe and healthy work environment but also with guidance and training. CSG complies with all applicable regulatory and legal requirements.

Wellness

We believe in openness and transparency about the importance of wellness and are constantly evaluating how best to support employees globally

Listening to Employee Feedback

To be more successful as a company, we must listen to and respond to employee feedback. We leverage a third party to solicit feedback on a recurring basis to understand and take action to improve employee experience, engagement, and satisfaction. Our annual survey gives the entire organization a chance to voice their opinion on matters such as what it’s like to work at CSG, what we do well, and what areas we can improve. In 2022, 84% of CSG employees responded.

Employee feedback is important, but how we respond to that feedback is equally critical. All managers act on survey feedback by enabling teams to transparently share results, have conversations about priorities, and plan how they will address issues raised. Action plans are tracked throughout the year and correlated with survey results in the next survey cycle.

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Proposal 1 — Election of Directors

The Board is divided into three classes with staggered terms. The terms of our Class II Directors will expire at the Annual Meeting.

The Board, upon recommendation of the SSG Committee, has nominated Ms. Barger, Mr. Barnes, Dr. Naik, and Ms. Song to be elected as Class II Directors at the Annual Meeting. In addition, Mr. Sica, a Class III Director, has announced that he is retiring in connection with the Annual Meeting and, as a result, the number of directors to serve on our Board following the Annual Meeting has been reduced to ten.

Unless a proxy is marked otherwise, the person acting under the accompanying proxy will vote to elect Ms. Barger, Mr. Barnes, Dr. Naik, and Ms. Song as the Class II Directors to serve until the 2026 annual meeting of shareholders. If a nominee declines or is unable to serve, then the person acting under the proxy may vote for the election of a substitute nominee selected by the Board, if any. We expect that all four nominees will be able to serve, and each of the nominees has consented to serve as a director.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOUR NOMINEES FOR CLASS II DIRECTOR.

The following information relates to the Board’s nominees for election at the Annual Meeting and to the other directors whose terms of office will continue after the Annual Meeting.

Nominees for Class II Directors

Rachel Barger
Age 45 Director Since: August 2022 Member of SSG Committee	Ms. Barger serves as Senior Vice President, Americas Sales for Cisco Systems, Inc. having previously been SVP, Global Enterprise Sales (2020-2022), President and Managing Director Southeast Asia (2020), Chief Operating Officer APJ (2018-2020), and Regional VP of Sales at SAP (2016-2018). Ms. Barger was a General Manager for the EMEA Region and a Vice President of Global Strategic Accounts at Lithium Technologies. She also held various senior positions for SAP Ariba from 2004-2013. Rachel holds an MBA from the Australian Graduate School of Management (UNSW) as well as a B.S. in Chemical Engineering from the University of Delaware. Rachel is the Global Sponsor for Women of Cisco and the executive sponsor for Cisco’s PRIDE ERO with a communities-focused impact. She is also a member of the Exceptional Women Foundation and a member of the Advisory Board for the Singapore Management University School of Computing and Information Systems.
	Skills & Qualifications:
	Industry & Innovation: Over 20 years of experience in Technology, Mining, Oil & Gas, Communication Service Providers, Manufacturing and Retail Industries; Experience in Enterprise Resource Planning, Digital Customer Engagement, Enterprise Networking, Cybersecurity, and Collaboration Technology	Experience: General management experience across the globe in Sales, Marketing, Ecosystem, Channel and Partner management, Customer Success and Adoption, Software Implementation, and Business Consulting Services

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David G. Barnes
Age 61 Director since: February 2014 Member of Audit Committee (Chair)	Mr. Barnes is Chief Financial Officer of Trimble Inc., a position he assumed in January 2020. Previously, he served as Executive Vice President, Global Operations of Stantec Inc., a publicly traded global provider of engineering, consulting, and construction services from 2016 through 2018. From 2009 through 2016, he served as Executive Vice President and CFO of MWH Global Inc., an employee-owned engineering and construction firm that was acquired by Stantec Inc. in 2016. From 2006 to 2008, he was Executive Vice President of Western Union Financial Services. From 2004 to 2006, Mr. Barnes served as CFO of Radio Shack Corporation, and from 1999 to 2004, he was Vice President, Treasurer, and U.S. CFO for Coors Brewing Company. Mr. Barnes holds an M.B.A. degree from the University of Chicago and a B.A. degree from Yale University.
	Skills & Qualifications:
	Industry & Innovation: Hands-on strategic, financial, and business development experience in emerging and mature markets at both domestic and global companies; Extensive experience in driving shareholder value in a variety of complex international businesses	Experience: Served as a member of senior leadership teams of large businesses in diverse industries, with a strong emphasis on finance and strategy development; Significant knowledge of public company governance functions, such as approval of annual budgets, compensation, and financial performance accountability mechanisms for key stakeholders

Dr. Rajan Naik
Age 51 Director since: August 2018 Member of SSG Committee Other public boards Sonim Technologies (February 2018 to February 2019)	Dr. Naik has been Chief Strategy Officer for Motorola Solutions, Inc. since 2016, where he is responsible for the corporate strategy organization, M&A, venture capital portfolio, and competitive and market intelligence. Prior to joining Motorola Solutions, Dr. Naik held the role of Senior Vice President, Chief Strategy Officer at Advanced Micro Devices (“AMD”), a provider of high-performance computing, graphics, and visualization technologies, for three years. From 2000 to 2012, Dr. Naik was a Partner at McKinsey & Company in the technology/media/telecom practice. Dr. Naik holds a B.S. degree in Engineering from Cornell University and a Ph.D. degree in Engineering from the Massachusetts Institute of Technology.
	Skills & Qualifications:
	Industry & Innovation: Broad experience across the technology industry, from semiconductors to enterprise software and hardware; Led multiple enterprise transformations in sales effectiveness, supply chain and product development	Experience: Responsibility for corporate strategy, M&A, CTO, and corporate venture capital at Fortune 500 enterprises; Significant technology M&A expertise with 40+ acquisitions

Haiyan Song
Age 57 Director since: January 2020 Member of Compensation and SSG Committees	Ms. Song most recently served as the Executive Vice President and General Manager, Security & Distributed Cloud of F5 Networks from 2021 to 2023. Prior to that, she served as Senior Vice President and General Manager of Security Markets for Splunk, Inc. from 2014 to 2020 and held engineering and general manager roles within Hewlett Packard’s ArcSight Business Unit from 2010 to 2014. Ms. Song was Vice President of Engineering & Product with ArcSight for five years, and joined Hewlett Packard when it acquired ArcSight in 2010. Ms. Song holds both M.S. and B.S. degrees in Computer Science from Florida Atlantic University. She also studied at Tsinghua University in China and completed the Stanford University Graduate School of Business Executive Program in General Management in 2012.
	Skills & Qualifications:
	Industry & Innovation: Nearly 30 years of experience in enterprise software, SaaS, and cybersecurity, familiarity with serving customers globally, particularly in Asian markets, among key industry verticals, and in both the private and public sectors, strong track record of building disruptive and industry-leading products; Named one of the 50 Most Powerful Women in Tech by the National Diversity Council in 2016	Experience: Served as a member of senior leadership teams across a wide spectrum of companies from startup to large businesses in software and cybersecurity industries; Incubated and grew new businesses and secured market share leadership, including building the security business at Splunk, Inc. from inception and scaling annual revenue to more than $1 billion

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Class III Directors — Term to Expire in 2024

Brian A. Shepherd
Age 55 Director since: January 2021	Mr. Shepherd was appointed President and CEO of CSG and a member of our Board in January 2021. He joined the Company in 2016 and, before becoming CEO, he was Executive Vice President and Group President of CSG, where he led the profit and loss function for the entire global organization. He also served as Executive Vice President and President of Global Broadband, Cable and Satellite Business from 2016 to 2017, where he focused on accelerating the growth and strategic direction of that unit. Mr. Shepherd received an M.B.A. degree from Harvard Business School and graduated from Wabash College with a B.A. degree in Economics.
	Skills & Qualifications:
	Industry & Innovation: Over 30 years of P&L leadership experience building wide and deep relationships with C-suite leaders, decision-makers, and policy influencers in many global industries, known for leading and growing profitable businesses engaged in enterprise SaaS and cloud-based platforms	Experience: Held executive roles at companies such as TeleTech, Amdocs, DST Innovis, and McKinsey & Company; Successfully led the acquisition and integration of over two dozen software, payments, analytic, and consulting companies; Brings extensive global P&L, sales, services and delivery, strategy, corporate development, and marketing expertise

Silvio Tavares
Age 51 Director since: May 2020 Member of Audit and Compensation (Chair) Committees Other public boards CPI Card Group (September 2016 to August 2018)	Mr. Tavares is the President and CEO of VantageScore, a leading national credit score and analytics company. He is also Chairman of the board of directors (and former President and CEO) of Digital Commerce Alliance, a leading global trade association for the digital commerce, payments, and fin-tech industries, since 2013. Previously Mr. Tavares was Senior Vice President and the Global Head of the Information Products Business Unit at Visa, Inc. from 2012 to 2013. Mr. Tavares was with First Data Corp. (now part of Fiserv) from 2006 to 2012 as Senior Vice President and the Head of the Global Information and Analytics Business Unit, and also held other senior finance roles. Mr. Tavares holds a J.D. degree from the Boston University School of Law, an M.B.A. degree from Boston College Carroll School of Management, and a B.S. degree in Electrical and Computer Engineering from Tufts University.
	Skills & Qualifications:
	Industry & Innovation: Senior executive in the payments industry for over 15 years including positions with Visa, First Data, and Digital Commerce Alliance; Authored over 15 issued or pending patents in payments, digital commerce, and analytics	Experience: Held executive management positions at several multi-billion-dollar public companies in the payments and analytics industries with a focus on digital commerce and scaling global business, independent board director, audit committee and chairman for public company experience, financial expert, capital markets attorney and investment banker roles

Tse Li “Lily” Yang
Age 50 Director since: February 2021 Member of Audit Committee	Ms. Yang is the Chief Financial Officer of Strava, Inc., where she is responsible for the finance, data analytics, and business strategy (since 2021). From 2017-2021, Ms. Yang was the Chief Accounting Officer for Pinterest, Inc. where she was instrumental in taking the company from late stage private to public in 2019. From 2015 to 2017, she served as Vice President of Finance and Accounting at Mediviation, where she was tasked with driving strategic growth and expansion before the company was acquired by Pfizer. Ms. Yang worked at Gilead Sciences from 2003 to 2015, finishing her tenure as Vice President and Corporate Controller. Ms. Yang holds a B.S. degree in Accounting and Managerial Information Systems from Boston University and is a Certified Public Accountant.
	Skills & Qualifications:
	Industry & Innovation: Nearly 30 years of experience in diverse organizations across the technology, healthcare, and other high growth industries	Experience: Strong financial and accounting background with leadership experience in regulatory compliance, investment management, M&A, credit, and business risk

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Class I Directors — Term to Expire in 2025

Gregory A. Conley
Age 68 Director Since: October 2021 Member of Compensation Committee Other public boards TTEC Holdings (since April 2012)	Mr. Conley has served as a board member of TTEC holdings (Nasdaq: TTEC) since 2012, where he is the Chair of the Audit Committee and a member of the Compensation Committee, and is a board member of Travelport, a travel technology company, on which he has served since May 2019. Mr. Conley brings over 30 years of experience in the technology and software industries having served as CEO of Aha! Software, a privately held predictive analytics and cloud computing company, as CEO of Odyssey Group, a Switzerland-based technology services and software company, and as CEO of Verio, a leading global provider of hosting and network services. Prior to these roles, Mr. Conley was the CEO and a board member of Tanning Technology, Global General Manager of e-markets and Global General Manager of Travel and Transportation Industries at IBM, General Counsel and CEO of Galileo International (a predecessor company of Travelport) from 1989-1995, and an attorney at the law firm of Covington & Burling from 1983-1989. Mr. Conley holds a J.D. from Georgetown University and a B.S. in Electrical Engineering from Purdue University.
	Skills & Qualifications:
	Industry & Innovation: Over 30 years of experience in the technology and software industries	Experience: Has held the CEO position at numerous technology and software companies including Aha! Software, Odyssey Group, and Verio; Experience serving as director and audit committee chair of public company in the customer engagement sector

Ronald H. Cooper
Age 66 Director since: November 2006 Chair of the Board since: May 2022 Member of Audit Committee	Mr. Cooper is presently retired. He most recently served as the President and CEO of Clear Channel Outdoor Americas, Inc. (an outdoor advertising company) from 2009 through 2012. Prior to this position, he was a Principal at Tufts Consulting LLC from 2006 through 2009. Previously, he spent nearly 25 years in the cable and telecommunications industry, most recently at Adelphia Communications where he served as President and COO from 2003 to 2006. Before joining Adelphia, Mr. Cooper held a series of executive positions at AT&T Broadband, RELERA Data Centers & Solutions, and MediaOne and its predecessor, Continental Cablevision, Inc. He has served on various boards of directors and committees with the National Cable Television Association, California Cable & Telecommunications Association, Cable Television Association for Marketing, New England Cable Television Association, and Outdoor Advertising Association of America. Mr. Cooper holds a B.A. degree from Wesleyan University.
	Skills & Qualifications:
	Industry & Innovation: Nearly 25 years of experience in the communications industry at multiple enterprises	Experience: Significant experience in operational finance; Held executive management positions at several multi-billion-dollar corporations in telecommunications and other related industries, with a focus on risk assessment and mitigation, capital planning, M&A, and the linkage between finance and strategy; Held director and committee positions with various industry associations and non-profit boards of directors

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Marwan H. Fawaz
Age 60 Director since: March 2016 Member of SSG Committee (Chair) Other public boards Synacor, Inc. (March 2012- January 2021)	Mr. Fawaz is a former Executive Advisor to Google and Alphabet Inc. (since January 2019), after joining Alphabet as the CEO of Nest Labs, Inc in May 2016. He offers a wealth of knowledge and expertise developed from his time as Executive Vice President and CEO of Google/Motorola Mobility from 2012 to 2013 and Executive Vice President of Strategy and Operations and Chief Technology Officer of Charter Communications from 2006 to 2011. Earlier in his career, he served as Senior Vice President and Chief Technology Officer of Adelphia Communications from 2003 to 2006 and held leadership positions for other cable industry companies, including MediaOne. He was the founder and principal of Sarepta Advisors, a strategic advisory and consulting group supporting the technology, media, and telecommunications industries. Mr. Fawaz holds an M.S. degree in Electrical and Communication Engineering and a B.S. degree in Electrical Engineering, both from California State University at Long Beach.
	Skills & Qualifications:
	Industry & Innovation: More than 30 years of experience in the media, cable, telecommunications, and broadband industries, serving in a variety of executive positions with multiple large enterprises; Comprehensive understanding of the business practices and technology used by CSG’s largest customers	Experience: Served in multiple senior executive roles, with an emphasis in strategy, operations, and technology; Significant experience serving as a director of another public company and as an advisory board member to several large, global companies

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Beneficial Ownership of Common Stock

Principal Shareholders

The table below sets forth each shareholder known by us to own beneficially more than 5% of our outstanding common stock as of February 28, 2023.

Percentage ownership calculations for beneficial ownership are based on 31,242,717 shares outstanding at the close of business on February 28, 2023.

Directors and Executive Officers

The table below sets forth, to our knowledge, the beneficial ownership of common stock held by each director, executive officer, and NEO of the Company included in the 2022 Summary Compensation Table, individually, and by all directors and executive officers of the Company as a group, in each case, as of February 28, 2023.

Beneficial ownership is determined in accordance with SEC rules, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes shares of common stock issuable upon vesting or exercise of equity awards within 60 days of February 28, 2023. The information is not necessarily indicative of beneficial ownership for any other purpose. Percentage ownership calculations for beneficial ownership are based on 31,242,717 shares outstanding at the close of business on February 28, 2023.

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Compensation of Directors

After consultation with the Compensation Committee’s independent executive compensation consultant, including an analysis of peer and market practices, the Board sets the director compensation program to align with similar companies in our industry. Periodically, our Board of Directors reviews the competitiveness of our compensation program for non-employee directors.

Based on such analysis, supported by the Compensation Committee’s independent executive compensation consultant, the SSG Committee decided not to change the director compensation program in 2022.

Our non-employee director compensation program consists of the following:

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2022 Director Compensation

The following table contains information about the compensation of our non-employee directors for 2022. A director who is an officer or employee of the Company does not receive additional compensation for serving as a director or committee member. Mr. Shepherd is the only current officer or employee of the Company who serves as a director. All amounts have been rounded to the nearest dollar and pro-rated for actual time of service on the Board or committees.

Share Ownership Policy

The Board has established robust share ownership guidelines for our non-employee directors, senior vice presidents and executive officers, which were amended effective April 1, 2022. Those covered by the policy must attain the minimum ownership level within five years of April 1, 2022 (or their date of appointment, whichever is later). Individuals who, because of a promotion or an increase in base salary (or, for non-employee directors, an increase in annual retainer) are subject to an increased ownership requirement and will have three years to attain the required level of stock ownership. Individuals may not sell any net shares received upon the exercise of options or vesting of restricted stock or restricted stock units until the requirements are met, subject to a limited number of exceptions.

The Board and management believe that share ownership aligns the interests of the Company’s senior officers and non-employee directors with the interests of shareholders, promotes sound corporate governance, and demonstrates a commitment by leadership to the long-term future of the Company. All non-employee directors and executive officers are in compliance, subject to applicable grace periods and other transfer limitations.

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Below is a summary of the required minimum share ownership levels:

Management conducts an annual assessment to determine whether an individual has met the applicable requirements. The failure to comply with the share ownership guidelines will result in consequences to be determined by the SSG Committee which may include the individual receiving up to half of any net annual cash bonus or retainer, as applicable, in Company stock, or declaring the individual ineligible to receive future equity grants under the Company’s equity incentive plans.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our Section 16 officers (as defined in the applicable regulations), directors, and persons who beneficially own more than 10% of our common stock, to file certain reports of ownership and changes of ownership of our equity securities with the SEC. Officers, directors, and the shareholders who beneficially own more than 10% of such shares are required by SEC regulation to furnish to the Company copies of all Section 16(a) forms which they file.

Based solely on our review of the copies of such forms filed with the SEC and written representations from certain reporting persons, we believe that all filings required by our officers, directors and persons who beneficially own more than 10% of our common stock were timely filed for the year ending December 31, 2022, except for the following:

Form 3s for Chad Dunavant, Rasmani Bhattacharya, and Alfred George Binford, each filed on June 9, 2022, in conjunction with his or her respective appointment as an executive officer on May 18, 2022.

Form 4s for Brian Shepherd and Ken Kennedy, each filed on January 9, 2023, in conjunction with shares withheld by the Company to cover tax withholding obligations in connection with the vesting of certain restricted stock awards on December 31, 2022.

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Executive Compensation Discussion and Analysis

The Compensation Discussion and Analysis is organized as follows:

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Compensation Discussion and Analysis

This section explains our 2022 executive compensation program as it relates to the following NEOs.

Brian A. Shepherd President and Chief Executive Officer (“CEO”)	Hai Tran Executive Vice President and Chief Financial Officer (“CFO”)	Kenneth M. Kennedy Executive Vice President, Chief Operating Officer (“COO”) and President – Revenue Management and Digital Monetization	Elizabeth A. Bauer Executive Vice President and Chief Experience Officer	Rasmani Bhattacharya(1) Executive Vice President and Chief Legal Officer
(1) Ms. Bhattacharya was hired as Senior Vice President and Chief Legal Officer effective January 10, 2022. The Board appointed her as an executive officer on May 18, 2022, then promoted her to Executive Vice President and Chief Legal Officer effective August 20, 2022.

Executive Summary

Company Overview and Business Strategy

CSG is a leader in innovative customer engagement, revenue management and payments solutions that make ordinary customer experiences extraordinary. Our cloud-first architecture and customer-obsessed mindset help companies around the world launch new digital services, expand into new markets, and create dynamic experiences that capture new customers and build brand loyalty. For 40 years, CSG’s technologies and people have helped some of the world’s most recognizable brands solve their toughest business challenges and evolve to meet the demands of today’s digital economy with future-ready solutions that drive exceptional customer experiences. Industry leaders in telecom, broadband cable, media, retail, healthcare, financial services, insurance, government, and other industries leverage the power of our technology to compete and win in the digital age.

Our 5,700-plus employees around the globe have made CSG a trusted technology leader and SaaS platform provider to some of the biggest and most innovative brands around the world.

Our solutions deliver real world outcomes to more than 900 customers.

Our award-winning solutions are built on proven public and private cloud platforms, available out-of-the-box, custom, or through end-to-end managed services. Specifically, our SaaS solutions help our customers:

Our Overall 2022 Performance

2022 was a strong year for CSG, proving the health and resilience of our business. We reported profitable operating results and continued to execute upon our strategic initiatives. Key highlights include the following:

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2022 Executive Compensation Highlights

Our executive compensation program consists of multiple elements, including cash base salary, cash annual performance bonus program, and performance-based LTI awards that are earned over multiple years. The structure of our annual performance bonus program for NEOs includes two predetermined performance measures that are objective and quantifiable, with a corresponding minimum and maximum payout range. A significant portion of our NEOs’ pay is tied to performance-based LTI awards based on the achievement of predetermined financial, operational and market-based performance measures that we believe align the long-term interests of our executives with those of our shareholders.

Highlights of our 2022 Executive Compensation Program include:

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Compensation Mix and Pay-for-Performance Compensation Program

As shown below, over half of the total target compensation for our NEOs was based on the achievement of key financial and operational measures under our annual performance bonus program and performance-based LTI awards.

Our NEOs achieved payout of 2022 annual performance bonus and 2021 performance-based stock vesting under our executive compensation program as follows:

The direct compensation for our NEOs includes the components described below.

For more information, see 2022 Compensation.

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Say-on-Pay Results

Summary of Say-on-Pay and Responsiveness

Shareholder engagement and feedback are key factors and a significant part of our ongoing review of corporate governance and executive compensation practices. We are committed to actively seeking feedback from our shareholders to foster constructive dialogue on our programs and the decision-making process behind them.

In 2022, we received strong Say-on-Pay support, where 94.72% of shareholders approved our 2022 Say-on-Pay proposal. We are pleased with the positive response from our shareholders to the enhancements we have made in recent years.

Key Governance and Compensation Practices

We believe that the following governance and compensation practices reinforce our business strategy, culture, and values.

WHAT WE DO			WHAT WE DON’T DO
	Majority of executive officer pay is long-term and performance-based			No repricing or replacing of underwater options without shareholder approval
	Meaningful share ownership policy			No income tax gross-ups in executive employment agreements
	Clawback policy for executive officers			No excessive perquisites or other benefits
	Independent executive compensation consultant engaged by the Compensation Committee			No dividends or dividend equivalents paid on unvested time-based or performance-based shares
	Financial and operational metrics for executive incentive awards support our long-term business strategy			No “single-trigger” change in control vesting of equity awards
	Limit post-employment and change in control benefits			No hedging or pledging of the Company’s securities is permitted
	Hold annual say-on-pay vote
	Actively review, compare, and benchmark peer company compensation practices

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How the Compensation Committee Determines Executive Compensation

The independent auditing firm KPMG independently reviewed and audited the following: (1) the level of performance attained for our predetermined performance measures; (2) the amount payable under the annual performance bonus program; and (3) the vesting levels for our performance-based LTI awards. The Compensation Committee also evaluates and recommends to the Board the base salary for each of our NEOs as well as the performance measures and target levels for the annual performance bonus program and performance-based LTI awards for the current year.

When making compensation decisions and recommendations, the Compensation Committee considers the following key factors:

Role of the Independent Executive Compensation Consultant and Management

The Compensation Committee has sole authority and discretion to retain and terminate executive compensation consultants, independent legal counsel, and other advisers to help the committee perform its responsibilities. It also has the sole authority to approve the fees, scope, and other terms of engagement with its executive compensation consultant and other advisers, with full funding provided by the Company. The Compensation Committee is responsible for determining the independence of its executive compensation consultant and other advisers. Management is available on request to assist the consultant by providing historical pay data and perspective on our competitive environment for recruiting managerial talent.

In 2021 and during 2022, Exequity provided executive compensation guidance to the Compensation Committee. Exequity was instructed to take a broad view of the competitive compensation landscape to help us structure a compensation program for our NEOs. We believe this broader perspective has enabled us to attract and retain a highly talented executive team.

Beginning in June 2022, following the Compensation Committee’s thorough request for proposal process during early 2022, the Compensation Committee transitioned and appointed Semler Brossy as our new independent executive compensation consultant. Exequity and Semler Brossy reviewed compensation data publicly available from peer companies, using position matches and data analyses to identify the most appropriate comparisons among executives of similar titles and responsibilities.

Role of Benchmarking in Determining Compensation and Peer Group

How We Use Peer Group Information

To assist the Compensation Committee in establishing 2022 compensation for the NEOs, our executive compensation consultant provided a competitive assessment using peer group compensation information for the primary elements of our NEO compensation packages. Along with our executive compensation consultant, we analyzed and assessed peer group data for roles corresponding to and closely aligned to the roles of our NEOs.

The Compensation Committee recognizes that peer group comparisons may not be perfectly aligned because the responsibilities at peer group companies may not be directly comparable to those of our NEOs with similar or equivalent titles. The Compensation Committee generally considers total direct compensation for a NEO to be competitive if it is near the median of the peer group data.

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Peer Group Used for Benchmarking

The peer group used for compensation benchmarking is created based on analysis and recommendations by our independent executive compensation consultant. The peer group is reviewed annually to ensure its composition and characteristics remain consistent with our objectives. As a result of the 2021 review for the 2022 compensation peer group, the Compensation Committee decided not to make changes; the 2022 peer group, shown below, includes 22 companies: