CSG SYSTEMS INTERNATIONAL INC (Form: 8-K, Received: 11/29/2021 16:12:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2021

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27512	47-0783182
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6175 S. Willow Drive, 10^th Floor, Greenwood Village, CO		80111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 200-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01 Per Share

CSGS

NASDAQ Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On November 22, 2021, CSG Systems International, Inc.’s (“CSG” or “the Company”) Board of Directors (the “Board”) approved changes to its executive management team described in Item 5.02 below. The text set forth in Item 5.02 below regarding an offer letter is incorporated into this section by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 22, 2021, CSG’s Board approved the following changes to CSG’s executive management team:

Rolland “Rollie” B. Johns

On November 22, 2021, CSG announced that Rolland “Rollie” B. Johns, Executive Vice President and Chief Financial Officer of the Company, shared plans to step down. Mr. Johns will continue as Executive Vice President and Chief Financial Officer of the Company through November 28, 2021, after which Mr. Johns will remain as a non-executive employee of the Company to assist with the transition of his duties.

Hai Tran

On November 22, 2021, Hai Tran was appointed Executive Vice President and Chief Financial Officer of CSG, effective November 29, 2021.

Mr. Tran brings 30 years of finance and operational experience to CSG, most recently serving as President and Chief Operating Officer at Soc Telemed, the largest U.S. provider of acute care telemedicine services. Prior to that, Mr. Tran served as chief financial officer at a number of companies, including Soc Telemed, BioScript, Inc., Harris Healthcare Solutions, and Catalyst Health Solutions. Mr. Tran holds a B.S. in Electrical Engineering from the University of Virginia and an M.B.A. in Finance from the University of Richmond.

In conjunction with Mr. Tran’s appointment as Executive Vice President and Chief Financial Officer, CSG provided Mr. Tran with an offer letter, dated November 16, 2021 (the “Offer Letter”), detailing the terms of his employment. A brief description of the material terms and conditions of the Offer Letter are as follows:

•

Mr. Tran will receive a base salary of $475,000 per year.

•

Mr. Tran shall have the opportunity to earn an incentive bonus of 75% of his annual base salary, if the agreed upon objectives for the calendar year are fully achieved. For 2021, his incentive opportunity will be prorated based on the time in his role.

•

Mr. Tran will be granted a one-time restricted stock award of both Performance-Based Restricted Stock and Time-Based Restricted Stock on or before March 10, 2022, with the recommended grant totaling $1,900,000.

•

Mr. Tran will be precluded from soliciting CSG employees for employment outside of CSG and competing against CSG for a period of twelve months from the effective date of his termination of employment with CSG.

A copy of the Offer Letter with Mr. Tran is attached hereto as Exhibit 10.57 and hereby incorporated by reference.

CSG and Mr. Tran entered an Indemnification Agreement. Under the terms of the indemnification agreement, CSG will indemnify Mr. Tran to the fullest extent permitted by law against all expenses incurred if he is to become party to civil, criminal, administrative, investigative, or other actions related to his services as an executive officer of CSG. The copy of CSG’s standard indemnification agreement has been previously filed with the SEC.

Additionally, CSG expects to enter an agreement with Mr. Tran which provides for separation pay and other benefits in the event of a termination of employment other than for cause or in the event of a change in control of the Company.

Mr. Tran does not have any family relationships with any executive officer or director of CSG or its affiliates. Additionally, he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the changes to CSG’s executive management team, dated November 22, 2021, is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)Exhibits

	Exhibit Number		Description
	10.57		Employment Offer Letter with Hai Tran, dated November 16, 2021
	99.1		Press release of CSG Systems International, Inc. dated November 22, 2021
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 29, 2021


	CSG SYSTEMS INTERNATIONAL, INC.

By:	/s/ David N. Schaaf
	David N. Schaaf
	Chief Accounting Officer

EXHIBIT 10.57

November 16, 2021

Hai Tran
Hand Delivered

Dear Hai,

CSG Systems, Inc. ( “CSG”) is pleased to offer you employment for the position of Executive Vice President, Chief Financial Officer reporting to Brian Shepherd, President and Chief Executive Officer, with a start date of November 29, 2021.

Cash Compensation.

The base salary for the role is US$475,000 annually, less applicable withholding, paid bi-weekly. In addition to your base salary, during your employment, you are eligible to participate in CSG’s Short-Term Incentive Plan (“STIP”) for the 2021 and beyond STIP plan years. The target bonus for your position is 75% of your base salary for the plan year. Your 2021 STIP incentive opportunity will be prorated based on your time in role. The STIP is subject to amendment or change at any time with or without notice.

Initial Equity Compensation.

In addition to your cash compensation, management will recommend to the Board of Directors of CSG Systems International, Inc. or their designee that you be granted US$1,900,000 (total value) of restricted CSG Systems International, Inc. common stock under the grant agreements approved for such awards (the “Equity Award”) with such grants to be made on or before March 10, 2022.

•

40% of the Equity Award value will be issued in the form of a time-based Restricted Stock Award (“RSA”).

•

The remaining 60% of the Equity Award value will be issued in the form of a performance- based RSA (the “PRSA”).

•

The specific terms and conditions of the RSA and PRSA will be as approved by the Compensation Committee.

•

Both the RSA and PRSA vesting conditions are contingent upon you remaining in the Company’s continuous service on the applicable vesting date.

•

The average of CSG’s Common Stock closing share price on the NASDAQ Stock Market for the twenty consecutive trading days prior to the Grant Date will be used to determine the number of shares granted.

Annual Equity Compensation.

Contingent upon continued good performance, effective March 2023, the recommendation to the Board of Directors for your annual equity grant shall be generally consistent in value with your initial Equity Award. The design of the RSA and PRSA may be changed from time to time in the sole discretion of the Compensation Committee of the Board of Directors.

Severance For Involuntary Termination.

In connection with your employment, the Company will enter into an agreement with you providing for separation pay and other benefits in the event of a termination of your employment other than for cause or in the event of a change in control of the Company.

Time Off; Benefits.

You are eligible for CSG Flexible Vacation Plan which is part of the Company Time Away From Work Policy. The Flexible Vacation Plan does not provide for a specific number of hours to be taken in a given year and allows employees the flexibility to take time away from the office subject to business needs and manager approval. You will be eligible for employee benefits including health insurance, life insurance, and 401(k) retirement plan consistent with the benefits offered to other U.S.-based employees.

Non-Compete

In order to protect CSG’s confidential information and trade secrets, which would cause irreparable harm to CSG if disclosed to a competitor, during your employment and for a period of 12 months following the termination of your employment (whether voluntary or involuntary) with CSG, you shall not, without the prior written consent of CSG, directly or indirectly, in any geographic location where CSG does business:

engage in any employment, independent contracting, consulting engagement, business opportunity or individual activity with any other entity or business which then competes in a material way with a business activity then being actively engaged in by CSG;

solicit any then-customer of CSG or its affiliated companies for the purpose of obtaining the business of such customer in competition with CSG; or

induce or attempt to induce any then-customer or prospective customer of CSG to terminate or not commence a business relationship with CSG.

Nothing in this section shall be construed to preclude your investment of any of your assets in any publicly-owned entity so long as you have no direct or indirect involvement in the business of such entity and you own less than 2% of the voting securities of such entity.

You acknowledge that the restrictions contained in this Non-Compete section are reasonable and necessary in view of your position with CSG and that your compensation and benefits under this agreement are sufficient consideration for your acceptance of these restrictions. If any of the restrictions contained in this section are found by a court to be unreasonable or excessively broad as to area or time, or otherwise unenforceable, then the parties intend that the restrictions contained in this section be modified by the court so as to be reasonable and enforceable as so modified.

Non-Solicitation of Employees

For 12 months following the termination of your employment (whether voluntary or involuntary) with CSG, you shall not, without the prior written consent of CSG, directly or indirectly, solicit, induce, hire, or aid or assist any other person or entity in soliciting for employment, offering employment to,

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or hiring any employee of CSG who was an employee of CSG at any time during the 12 months prior to your last day of employment. The restrictions set forth in this Non-Solicitation of Employees section shall not prohibit any form of general advertising or solicitation that is not directed to a specific person or entity.

Miscellaneous.

This is an offer of employment and is not to be construed as a guaranteed contract of employment for a definite period. Upon the acceptance of this offer, this letter shall terminate, supersede and replace all prior understandings and agreements, whether oral or written, related to the terms and conditions of your employment with CSG.

During your employment with CSG, you agree to devote your full working time to the interest of the CSG and not be engaged in any other commercial pursuits that are competitive with CSG's business or materially distract from the full-time performance of your duties to CSG. Additionally, you will abide by CSG’s personnel policies and procedures and CSG’s Code of Business Conduct and Ethics, as amended from time to time.

Your employment with CSG will be "at-will." This means that either you or CSG may terminate your employment at any time, with or without cause, with or without notice, and for any reason or no reason. The "at will" term of your employment with CSG can only be changed in writing signed by you and the President or CEO of CSG or the duly designated representative.

The validity, enforceability, construction and interpretation of this letter are governed by the laws of the State of Colorado. The parties agree that in the event a dispute arises regarding this letter, the parties will submit to the jurisdiction of the federal and state courts of the State of Colorado.

For purposes of the Non-Compete and Non-Solicitation of Employees sections of this letter, “CSG” means CSG Systems International, Inc. (“CSGI”), CSG, and each of CSGI and CSG’s subsidiary or affiliated companies.

All offers of employment with CSG are contingent on the following: (a) a successful background check; verification of social security number and your ability to commence work and perform the duties of your job on the start date; (b) your execution of CSG’s Confidentiality Agreement, which will be provided for your review and available to you within the onboarding website; and (c) your representation that you are not a party to or bound by a non-complete, non-solicitation or any other agreement with current or former employer restricting you from accepting and performing the functions of this offer of employment. Pursuant to the Immigration and Nationality Act, CSG is required to verify the identity and employment authorization of all employees. CSG meets this requirement through secure services provided by a contracted third-party. You will receive details on this verification as well as new hire orientation, IT equipment, and the like well in advance of your start date.

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If you have any questions, please feel free to reach out to me directly. On behalf of the entire executive leadership team, welcome to CSG!

Sincerely,

CSG Systems Inc.

By: /s/ Patricia Elias

Name: Patricia Elias

Title: Chief People & Places Officer

Hai Tran


/s/ Hai Tran	11/18/21
Signature:	Date:

You agree by entering your electronic signature that you understand and accept all the provisions and you agree to abide by the terms and conditions of employment set forth in this letter.

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EXHIBIT 99.1

CSG Announces Departure of Chief Financial Officer Rollie Johns &

Appointment of Hai Tran as New CFO

Denver, November 22, 2021 – CSG^® (NASDAQ: CSGS), the leader in innovative customer engagement, revenue management and payments solutions, today announced that Rolland “Rollie” B. Johns, executive vice president and chief financial officer of the company, has shared plans to step down. Concurrently, Hai Tran has been appointed as the company’s new executive vice president and chief financial officer effective November 29.

“On behalf of the entire CSG team, I thank Rollie for his significant contributions and many years of service,” said Brian Shepherd, president and CEO for CSG. “Rollie has been a trusted and valuable business leader and partner to me, our Board, and our employees. Equally important, Rollie has built a strong global CFO team that is well positioned for continued success. We wish him all the best in his future endeavors.”

Shepherd added, “At the same time, I am very excited to announce the addition of Hai to Team CSG. Hai has a proven track record as a strategic, growth-oriented chief financial officer with deep public-company, global technology experience. He is a fantastic fit for CSG at this transformational juncture of our company’s history and will be instrumental in helping us passionately pursue our plans of becoming a more purpose-driven, higher growth, SaaS platform company.”

“I am honored to be appointed chief financial officer during this truly exciting time at CSG, as the company accelerates our strategic transformation,” said Tran. “CSG’s guiding principles and mission resonate deeply with me as we look to not only grow and diversify into new verticals, but also make ordinary customer and employee experiences extraordinary. Putting customers and employees at the center of everything we do will drive long-term and sustained value-creation for all of our stakeholders.”

Tran will be responsible for overseeing CSG’s global financial operations, including CSG’s finance, accounting, treasury, risk, and investor relations functions and will report directly to Shepherd.

Tran brings 30 years of finance and business experience, having most recently served as president and chief operating officer at Soc Telemed, the largest U.S. provider of acute care telemedicine services. Prior to that he has served as chief financial officer at a number of companies including Soc Telemed, BioScrip, Inc., Harris Healthcare Solutions and Catalyst Health Solutions.

Johns joined CSG in 2013 as chief accounting officer and since becoming CFO in 2018 has led CSG’s finance, accounting, treasury, risk, and investor relations functions.

About CSG

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 nearly 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 SaaS platforms that drive exceptional customer experiences. With 5,000 employees in over 20 countries, CSG is the trusted technology provider for leading global brands in telecommunications, retail, financial services, government, and healthcare. Our solutions deliver real world outcomes to more than 900 customers in over 120 countries. To learn more, visit us at csgi.com and connect with us on LinkedIn and Twitter.

Contacts:

Tammy Hovey

Public Relations

+1 (917) 520-2751

tammy.hovey@csgi.com

John Rea

Investor Relations

+1 (210) 687-4409

john.rea@csgi.com