Total System Services, Inc. Non-Employee Director Compensation Policy (Effective May 2019)
This document outlines the compensation policy for non-employee directors of Total System Services, Inc., effective May 2019. Non-employee directors receive annual cash retainers for board and committee service, with additional amounts for committee chairs and the lead director. Directors also receive an annual equity award valued at $145,000, which can be taken as fully vested stock options, shares, or a combination. The policy specifies the exact amounts for each role and clarifies that committee chairs receive both member and chair retainers.
Exhibit 10.1
Total System Services, Inc.
Board of Directors Compensation for Non-Employee Directors
(Effective May 2019)
| Cash Compensation |
|
|
| Annual Board Retainer | $ | 85,000 |
| Annual Committee Member Retainers |
|
|
| Audit Committee | $ | 15,000 |
| Compensation Committee | $ | 10,000 |
| Technology Committee | $ | 10,000 |
| Corporate Governance and Nominating Committee | $ | 7,500 |
| Annual Committee Chair Retainers* |
|
|
| Audit Committee | $ | 15,000 |
| Compensation Committee | $ | 10,000 |
| Technology Committee | $ | 10,000 |
| Corporate Governance and Nominating Committee | $ | 13,750 |
| Annual Lead Director Retainer | $ | 22,500 |
* Note: The committee chair receives both an annual committee member retainer and an annual committee chair retainer.
Equity Compensation
Annual equity award with a fixed value of $145,000, awarded in the form of fully vested stock options or in the form of fully vested shares or any combination thereof at the director’s choice.
