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A summary of the status of TSYS’ nonvested shares as of December 31, 2012, 2011 and 2010, respectively, and
the changes during the periods are presented below:
2012 2011 2010
Nonvested shares
(in thousands, except per share data) Shares
Weighted
Average
Grant-Date
Fair Value Shares
Weighted
Average
Grant-Date
Fair Value Shares
Weighted
Average
Grant-Date
Fair Value
Outstanding at beginning of year ............. 618 $16.80 821 $16.91 1,084 $18.60
Granted .................................. 311 21.47 206 17.67 197 15.55
Vested .................................... (366) 15.91 (376) 17.60 (416) 20.63
Forfeited/canceled ......................... (9) 19.85 (33) 15.71 (44) 17.32
Outstanding at end of year ................... 554 $19.96 618 $16.80 821 $16.91
As of December 31, 2012, there was approximately $6.5 million of total unrecognized compensation cost related
to nonvested share-based compensation arrangements. That cost is expected to be recognized over a remaining
weighted average period of 1.8 years.
In March 2012, TSYS authorized a total grant of 241,095 performance shares to certain key executives with a
performance based vesting schedule (2012 performance shares). These 2012 performance shares have a 2012-
2014 performance period for which the Compensation Committee established two performance goals:
compound growth in revenues before reimbursable items and income from continuing operations and, if such
goals are attained in 2014, the performance shares will vest, up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on the grant date based on the quoted market price of TSYS
common stock. The Company will estimate the probability of achieving the goals through the performance
period and will expense the award on a straight-line basis.
In March 2011, TSYS authorized a total grant of 263,292 performance shares to certain key executives with a
performance based vesting schedule (2011 performance shares). These 2011 performance shares have a 2011-
2013 performance period for which the Compensation Committee established two performance goals:
compound growth in revenues before reimbursable items and income from continuing operations and, if such
goals are attained in 2013, the performance shares will vest up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on the grant date based on the quoted market price of TSYS
common stock. The Company will estimate the probability of achieving the goals through the performance
period and will expense the award on a straight-line basis.
In March 2010, TSYS authorized a total grant of 279,831 performance shares to certain key executives with a
performance based vesting schedule (2010 performance shares). These 2010 performance shares had a 2010-
2012 performance period for which the Compensation Committee established two performance goals:
compound growth in revenues before reimbursable items and income from continuing operations using the 2010
annual operating plan as the base. The Compensation Committee certified the attainment level of such goals
following the end of 2012, and the number of performance shares that vested, up to a maximum of 200% of the
total grant. At December 31, 2012 the performance shares vested at approximately 191% of the total grant.
As of December 31, 2012, there was approximately $6.1 million of total unrecognized compensation cost related
to the 2011 and 2012 performance shares compensation arrangement. That cost is expected to be recognized
until the end of 2014.
During 2008, TSYS authorized a grant of non-vested awards to two key executives with separate performance
vesting schedules. These grants have separate one-year performance periods that vest over five to seven years
during each of which the Compensation Committee establishes an earnings per share goal and, if such goal is
attained during any performance period, 20% of the performance-based shares will vest, up to a maximum of
100% of the total grant. Compensation expense for each year’s award is measured on the grant date based on
the quoted market price of TSYS common stock and is expensed on a straight-line basis for the year.
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