Total System Services, Inc. Non-Employee Director Compensation Policy
This agreement outlines the compensation for non-employee directors of Total System Services, Inc. Directors receive an annual cash retainer, additional retainers for committee membership and chair positions, and a lead director retainer. They also receive an annual equity award valued at $20,000, split equally between fully vested stock options and shares. The policy specifies the amounts for each type of retainer and clarifies that committee chairs receive both member and chair retainers.
Exhibit 10.15
TOTAL SYSTEM SERVICES, INC.
Board of Directors Compensation for Non-Employee Directors
Cash Compensation
| Annual Board Retainer | $ | 40,000 | ||
| Annual Committee Member Retainers | ||||
| Audit Committee | $ | 15,000 | ||
| Compensation Committee | $ | 10,000 | ||
| Corporate Governance and Nominating Committee | $ | 7,500 | ||
| Executive Committee | $ | 10,000 | ||
| Annual Committee Chair Retainers* | ||||
| Audit Committee | $ | 15,000 | ||
| Compensation Committee | $ | 10,000 | ||
| Corporate Governance and Nominating Committee | $ | 7,500 | ||
| Executive Committee | $ | 15,000 | ||
| Annual Lead Director Retainer | $ | 5,000 | ||
| * | Note: The committee chair receives both an annual committee member retainer and an annual committee chair retainer. |
Equity Compensation
An annual equity award with a fixed value of $20,000, with 50% awarded in the form of fully vested stock options and 50% in the form of fully vested shares
